Cars 3 rewrite
by jacquisup
Summary: Like I said guys, Cars 3. I'm gonna make the same differences as my other story though.
1. Chapter 1

2/13/20- 2/14/20

Cars 3 rewrite

Chapter 1

Lightning inhaled. "Ok. Here we go. Focus. Speed, I am speed."

"One winner, forty-two losers. I eat losers for breakfast."

The screen then shows McQueen from the back of his left side as his car accelerates and gains on a race car. Then the screen goes dark again

"Did I used to say that?"

"Yes, sir. You did!" someone said.

Lightning opened his eyes. "Aah!"

"Oh, shoot. You can say that all the time." Mater said.

"Mater, what are you doing in here?"

"Well, I just don't want you to be lonely."

"Well, thank you. But, I was just preparing for a race. I need a little quiet."

"Oh, right. You got it, Buddy!"

So Mater walked out of Lightning's trailer.

"Hey, everybody! Listen up! My best friend, Lightning McQueen, needs quiet! Perfect quiet!" he said.

Back inside Lightning's trailer

Lightning chuckled. "Okay, now where was I?"

He inhaled again and closed his eyes. "Racing. Real racing."

Then he saw Doc Hudson aka the Fabulous Hudson Hornet.

_Doc laughed. "Huh! That ain't racing. That wasn't even a sundae drive. That was one lap racing is 500 of those. Everybody fighting to move up lap after lap Inside outside inches apart never touching. Now that's racing!"_

_Lightning McQueen: Well, I can't argue with the Doc Hudson._

_Doc chuckled. "How true. How true." he said shaking his head._

The flashback ended when Mack knocked on the door.

"Hey, Lightning! Are you ready?" Mack asked.

"Oh yeah." he said and opened his eyes. "Lightning's ready."

He then revs his car's engine and opens his trailer's door.

"This one's for you, Doc." he said smirking.

"When aren't they?" Doc asked and chuckled.

We zoom down to the track itself as Lightning whizzes past the other racers. Woody and Friends are shown on the crew-chief's podium in McQueen's pit stop and wearing crew-chief headsets, as they are McQueen's crew chiefs]

"Go, Stickers!" Sally said smiling.

"Excuse me. Pardon me. Best friend comin' through. Go, McQueen! Whoo-hoo!" Mater said pushing past the others.

"Lightning McQueen!" someone said.

"Go, 95! Woohoo!" someone else said.

On the track, Lightning caught up to Cal.

"Hey, Cal! Your blinkers on!" he said.

"What? No it's not. Hey! Hey! Your... blinkers on." he said.

"Good comeback, Cal!" Bobby said behind him.

Then they headed into the pits.

"Into the pits, go Lightning McQueen, Bobby Swift and Cal Weathers. These three are fun to watch, aren't they, Darrell?" Bob said.

"You know, Bob, I can't tell they have more fun on their off-two track." Darrell said while Guido changed Lightning's tires.

Guido shouted something in Italian as Lightning drove away.

"Getting a car wash too, Cal?" he asked.

"No. You're getting a car wash, McQueen." Cal said smirking.

"Good comeback, Cal." said Strip watching him drive away.

Back on the track, Lightning passed the other racers again and wins.

Later Lightning was talking to Shannon Spoke.

"So, Lightning, how do you feel about racing against Bobby and Cal?" Shannon asked.

"They're great. Especially since I started learning about friendship." Lightning said smiling.

Just then, he was splashed by fire extinguisher foam courtesy of Bobby and one of his pitties.

"Congratulations, Cupcake!" Bobby said.

Then Lightning spit out some foam. "They are gonna pay."

In another race, Cal and Lightning were becoming neck and neck and approached the finish line and Cal won.

"Go, Team Dinoco!" Team Dinoco said smiling.

After the race Shannon interviewed Cal.

"Great win today, Cal." Shannon said

"Thank you, Shannon. It was a great boost of power." Cal said then noticed his car's tires were blowing up. "Hey! Hey!" Then he saw Guido behind him. "Guido."

"Pit stop." he said smiling.

Lightning and Bobby burst out laughing.

"Oh, ha-ha. Laugh it up. Real funny." Cal said rolling his eyes and his arms crossed.

Chapter 2

The next day at Willy's Butte, Lightning was training.

"Come on, come on." he said.

Luigi cheered.

"Keep it goin', buddy!" Mater said smiling.

"You can do it rookie!" Doc said.

In the third race, Lightning won again.

"Whoo-hoo!" he said.

After the race, he walked by his sponsors.

"Hey, are my sponsors happy today?" Lightning asked.

"Stop winning for crying out loud. We're running out of bumper cream to sell." Dusty said while he and his brother Rusty laughed.

"Hey, big Tex, how's my favorite competitor?" Lightning asked.

"We were thinking of booting Cal off the Dinoco team and replacing him with you." Tex said.

"I know you can hear me, right? I'm right here." Cal said.

"Bye, Cal. See you next week. Or not." Lightning said smirking.

Doc snickered at that.

"Come on, Cal. I'm joking." Tex said smiling.

At Dinoco 400 race, Mater wore a race track like hat while he cheered for Lightning.

"Go, little buddy. And big buddy too! Whoo-oo!" he said smiling.

On the track,

"How's the view back there, Bobby?" Lightning asked.

"Great." Bobby said.

Bob and Darrell watched the race as usual.

"Well, we are witnessing some got races out there today, Darrell." Bob said.

"Okay, let's see what you got!" Lightning said smiling.

"Sweet!" Bobby said smiling.

Just then, out of nowhere, a black and blue racecar whizzed between the racers, gets passed Lightning, Bobby and Cal and crosses the finish line.

"Oh. It's Jackson Storm for the win." Bob said.

"Whoa. What a victory." Darrell said.

After the race, Bobby, Lightning and Cal got out of their cars and looked at Jackson on the screen.

"That was an amazing win." Bob said.

"Hey, Bobby. Who is that?" Lightning asked.

"Oh, um... That's Jackson Storm." he said.

"Yeah, he's one of the rookies." Cal said.

"Really?" Lightning said then walked up next to Jackson.

"Thank you very much." Jackson said.

"Hey! Jackson Storm right? Great race today." Lightning said smiling.

"Wow! Thank you, Mr. McQueen. You do not know what a pleasure it is for me to finally beat you." Jackson said.

"Thanks." he started then was confused. "Wait a minute. Did you say _meet_ or _beat_?"

"I think you heard me."

"Oh. Right."

"Smile for the camera, Storm." a reporter said.

"Storm, can we get a picture?" another reporter asked.

"Sure we can, let's get a picture." Jackson said smiling then pulled Lightning closer. "This big boy has been my inspiration for many years. What... McQueen over here."

"Storm, can we get some pictures?"

"Yeah yeah, come on. Let's get a picture. You know what, you can get a ton of pictures. Because the champ here has been a role model of mine for years now and I mean a lot of years. Right, I love this guy."

The team watched as Lightning took a picture with Storm. Doc could already see a repeat of his time.

_'I really hope it doesn't add the crash.' _he thought.

Chapter 3

Throughout the season a lot of racers were retiring or being fired.

"More changes ahead Chick every week we've seen veteran racers either retire like Cal Weathers tonight or fired to make room for these younger faster racers and it's not over yet." Natalie said.

It was another race and Lightning was having a little trouble thinking.

"Be careful out there, try and focus on the race." Doc said already picturing a crash.

"Hello racing fan welcome to the Los Angeles 500 final race of the Piston Cup season." an announcer said.

He was walking to his car when he heard someone.

"You can't do this! I have raced for you guys in almost ten years!" someone said.

"Brick?"

"Sorry, Brick. My mind's made up and I'm giving your number to someone new." his sponsor said.

"Hey! I have two wins last year!"

"All sports changed..."

Lightning decided to talk to Bobby.

When he got there he knocked on the door.

"Hey, Bobby. Do you know what's happening with Brick..." Then it opened and someone else came. "huh? Hey... wait, you're not Bobby."

"Name's Danny, bro." he said and walked away.

When he left Lightning was confused but headed to his car.

"Hey, Champ! Where did all your friends go?" Storm asked.

Lightning just drove trying to focus.

"A final check of his tires as Storm settles into the pole position." Bob said.

"Boogity, boogity, boogity. let's end this season's With a great race!" Darrell said smiling.

The race was on.

"That's it, buddy!" Matter said while Lightning went by.

Doc was watching the race closer than any other hoping his nightmare wasn't going to be true.

"Forty laps to go, 40 laps to go and race leader Jackson Storm is making his way on the pit road with McQueen on his tail a good stop here could mean the difference between victory and defeat." Shannon said.

"Come on! Come on! Come on! Come on! Faster, Guido, I need to get back out there before he does! Guido, hurry up!"

"But, but, but..." he said.

But he left feeling guilty.

_'Sorry Guido, Luigi.'_

That got doc even more worried.

"Be careful son." he said quietly.

"What a pit stop by McQueen man, he just got the lead!" Darrell said.

"Can he hold on it?" Bob said.

"Hey, McQueen! Are you all right? Listen, don't you worry, pal. You've got a good run. Enjoy your retirement!" Storm said seeing Lightning have trouble focusing.

"Storm takes back the lead!" Bob said.

Lightning watched him go and started to zone out.

"Unbelievable! McQueen is fading! McQueen is fading! Fading fast!" Darrell said.

_"Come on kid, focus!"_ Doc said but got a reply he hoped he wouldn't.

"No!" Lightning said panting. "No! No! No! No! NO!"

Suddenly, he was skidded out of control. Before he reacted, one of his back tires popped, hit the wall and flew into the air.

"NO!" Doc yelled eyes watering a little while Sally gasped.

Lightning was in the air, and flipped but smashed to the field, and smoke coming out of his car's engine.

Doc just shook his head.

_'He's done like I was. And at least I got to be his crew chief, but he won't.'_

Then Doc, Mater, Sally, Luigi, and Guido, rushed to Lightning's wreck while a tow truck, security people and a fire fitter came to help but Lightning was extremely badly injured as the scene faded.

4 Months Later

It had been four months and Lightning was at Radiator springs. Doc would see how he's doing every few hours.

"Welcome to Piston Cup around-the-clock where we do nothing but talk racing let's get to it starting of course with Lightning McQueen the season start just two weeks away there's still no official announcement but with number 95 coming off his worst year on record don't shoot the messenger here folks I think it's safe to assume that Lightning McQueen's racing days are over meanwhile Jackson Storm is looking even faster than." Mike Joyride said on the radio.

Lightning was in primer, then stopped the radio and sadly sighed. Then, he starts to watch the video about Doc racing.

"Checker flag, racer number six But wait, here he comes! It's the Fabulous Hudson Hornet knocking at their door what's he got up his sleeve today and there it is with one incredible move he has passed them the hornet takes this decisive lead, he's left the pack behind, his crew chief Smokey is loving it. It's unbelievable! oh no, this is trouble the Hudson Hornet has lost control the Hudson Hornet has lost control!" One of the announces said in the video.

"What should have been a scene of jubilation has turned tragic here today folks we await news on the Hudson Hornets condition after such a devastating crash we can only hope that this race today _wasn't_ his last." announcer two said in the video.

Then, the video stopped playing as Lightning looked very sad while the flashback of when he found out who Doc really was came.

_"When I finally got put together and went back expecting a big welcome, you know what they said? You are history, moved right on to the next rookie standing in line there was a lot left in me. I never got a chance to show."_

_Crash! the Hudson Hornet is out for the season!_

As the flashback ended, Lightning looked at the newspaper about Doc's crash and Sally came in.

"Hey, Stickers." she said.

He turned around.

"Hey Sal."

"How you feeling?"

"Great. Really, really, great."

"Been think about what happened to Doc again?"

"Yeah. You know they told him when he was done. He didn't decide. I don't want what happened to Doc... to happen to me."

"But that hasn't happened."

"No. But I can't go out on the track and do the same old thing! It won't work!"

"Then better chance it up, try something new."

"I don't know, Sally, I..."

"Don't fear failure. Be afraid of not having the chance. You have the chance. Doc didn't. And you can either take it or you can do what you've been doing. Sitting in here for months. and by the way I love what you've done with the place. I mean the monster movie Lightning, and the musky air freshener and don't let anyone tell you you're not working that primer because wow, I have never found you more attractive and now that I've been in here for a couple of minutes the stench I'm getting kind of used to it."

"Okay Sal, I get it. I get it." he said and sighed.

"I Miss you Lightning. We all do try something new." she said, gave him a kiss and then left.

"Huh?" he said and followed her.

"Huh hey, did it work Miss Sally did you set him straight with your lawyerly powers of persuasion is he ready to start training?" Mater asked.

She turned around and looked at him.

"Well, stinky Stickers?"

He smiled.

"Yes Mater, I am. _I_ decide when I'm done."

"I was hoping you'd say that." Mater said smiling.

"I had a feeling you were gonna do." Doc said smiling.

He was still nervous though.

"Okay, but I got an idea and I'm gonna need to talk to Rusty and Dusty, all right oh, I'll get them on the horn yeah get them on the horn oops, oh no, got a sneeze dadgum, I lost it hey, I will see you through."

"I found it.."

So Lightning left the room and called them.

"Hey, watch your steps with a circular driveway you boys need to get your rusty tails down here I created a drink in your honor yeah, the Rusteze medicated bumper balm it goes down faster than el mater following a bag off."

"Rusty and Dusty, hey guys." Lightning said smiling.

"Hey there he is, good to see you." Dusty said smiling.

"Lightning." Rusty said smiling to.

"Thanks guys wow, you are all here."

Then Mater came in.

"Sorry buddy, did you want this Call to be private?" he asked.

"No Mater. This is perfect listen, thanks everyone for... For sticking by me it took me a while to figure it out, but I know now it's time for me to make some changes." he said looking at them all.

"Changes! What kind of changes?" Sarge asked.

"Which feel to do is his change man." Filmore said.

"You're right Fillmore - really which is why I have an announcement to make. I've thought long and hard about it done a lot of soul-searching and considered all of the options and I finally decided."

"You _do_ want to keep racing are you kidding!" Mater said.

"Of course I want to keep racing."

"Man for a second..., wait a minute..."

"I knew that the whole time guys, I'm talking about making this my best season yet."

"We were hoping you'd say that." Sally said smiling.

Doc shook his head.

"That's my rookie!"

"The thing is if I'm gonna be faster than Storm I need to train like him."

"We hear you buddy."

"Lightning, we want you on the road first thing in the morning so you can come out and see the brand new Rusteze racing center." Dusty said.

"Wait, what! Rust-eze racing center?" Lightning said surprised.

"Yeah, it's got all the fancy bells and whistles that the kids are training on these days." Rusty said.

"We'll send Mackie boy all the directions." Dusty said.

"Now get moving, all right?" Rusty said.

"Okay."

"Yes you too come, we offer two back of the tire hey, McQueen we can race in primer man come on, let's go."

Then he went to Ramone to have his car fixed up.

When he was done Lightning shook his head smiling.

"Ramone, you have done it again, it's like the Sistine chapel on wheels. I'm coming for you Storm." he said.

Then he hopped into his car and went to show the others what he did to it.

"Welcome back, your car looks different obviously." Sally said. "You look ready."

"Wow, it looks good." Doc said.

"Guido, come." Luigi said."Excuse me. Excuse me. Coming through."

"Don't get those rookies in the trunk!"

"All right, bye!"

"Go get them tiger!"

"I'll see you guys in Florida."

"See you McQueen!"

"Don't forget Calling!"

"Good luck in college!"

"Hey Sal, thanks."

"Any time." she said. "Good luck! Love you!"

"Love you more." he said smiling.

Then the door closed and Doc started his car.

"Rust-eze racing center, here we come!" Mack said.

Chapter 4

When they got to Rust-eze reporters were waiting.

"McQueen! McQueen! Have you seen the latest record Storm's been setting?" someone asked when he got out.

"Have you given any thought to retirement?" someone else asked.

"Fabulous Hudson Hornet, do you think it'll be a repeat of your crash?" someone else asked

"That is enough, no questions, excuse me, back off! Back off!" Doc said.

"No, no, no, thank you. Bye bye."

"Guido, can you believe them!" Luigi said. "Paparazzi..phew."

"Looks good, doesn't it?"

"Hey guys, what do you think?"

"What do I think? It's unbelievable!"

"Yeah, you know it's kind of a cozy humble little place."

"Guys how did you ever do this?"

"You want to tell him or should I tell him, you start. Go ahead. Go ahead."

"We sold Rust-eze."

"What?"

"What, do you think a couple of jaborandis like us could do this on our own?"

"You _sold_ Rust-eze?" Doc said surprised to.

_'Well, at least right now it's not a repeat.'_

"It's all good news, we just realized that you needed something that we couldn't give you. If I'm right the time was right for us too. I mean we are not as young  
and handsome as we look."

"Oh, that's true. Besides this Sterling fellow, he's got every high-tech thing you'll ever need. Everything we wanted to give you but couldn't."

"Whoa, whoa, Sterling! Who is Sterling?" he asked confused.

"Lightning McQueen! You made some serious time partner."

"Your new sponsor, he's the mud flap king of the eastern seaboard."

"Welcome to the Rust-eze racing center you have no idea how much I've  
been looking forward to this."

"Thanks Mr..." he started shaking his hand.

"Please, no Mr. just Sterling. I have been a fan of yours forever and to be your sponsor, how great is that? And to see the Fabulous Hudson Hornet? I can't thank Rusty and Dusty here enough tough negotiators by the way."

"Oh-ho, you flatter us. But don't stop."

"Anyway, I just wanted to say a quick hello. Take as much time as you need doors are always open guys see!"

"Well, I sure am gonna miss racing for you guys."

"Me too. You got a heck of a rookie here." Doc said.

"You know, you gave us a lot of great memories Lightning."

"Memories we'll remember."

"Wow that's good."

"Hey Lightning, whatever you do. Don't drive like my brother!"

"Don't drive like my brother!"

Then they left and Lightning smiled while he shook his head. Then he went to see his new sponsor.

While he did that he looked around at what they have now.

"So, you like it?"

"Oh, hey Mr. Sterling. My career on a wall.  
Nice of you included Doc."

"Well, of course. He's your mentor losing."

"Well thank you." Doc said.

"Jars of dirt.. "Sacred" dirt. Each of those jars contains dirt from all the old tracks the Doc raced on Florida International

"You have that?" Doc said surprised.

"Yes I do."

"Hey, is that..."

"Bit of asphalt from Glen Allen."

"My first win you really are a fan." Lightning said.

"I am and a fan of your future, you ready for it?"

"Definitely."

"First let's get you into a more contemporary look.

"Wow."

"It's electronic suit with it we'll be able to track your speed and your vital signs

"Does it have a phone?"

"Don't be crazy race cars don't have bugs.

"Wow... not bad ha this is really impressive

"This center has quickly become the most coveted destination for young racers training to make our team someday and it's where you'll train until you leave for Florida. Treadmills, wind tunnels, virtual reality still working on that and the best fitness regiment anyone could possibly imagine!"

"Wait! Wait! Is that a simulator?" Lightning asked.

"Oh yes. Lightning McQueen I'd like to introduce you to the multi-million dollar flagship of interactive race simulation the XDL 24 GTS Mark C the XDL! Jackson Storm wishes he had this model. It's just like been on a real track to put your hours in."

"Okay, let's hit the track most come on, show me what you got."

"Wow fast!"

"Who is the racer?"

"No, no, no, no. She's not a racer she's a trainer. Cruz Ramirez the best trainer in the business. ready to meet it, greet it and defeat it alright, now bring up those rpms

"I like the attitude."

"Yeah..we call her a maestro of motivation."

"You're driving a little tense again, Ronald!" Cruz said walking to him.

"No no no, I'm cool, I'm cool...!" he said.

"Do your exercise!" she said and projected a cloud onto his monitor.

"I am a fluffy cloud, I am a fluffy cloud...! I am a fluffy..." he said and started to calm down. "...cloud..."

"There you go!" she said smiling.

"You're a cloud!" someone else said snickering.

"Shut up, Kurt!" Ronald said.

"Here comes the bugs, Kurt! You ready?" Cruz said and sprayed bugs in his face.

"Hey, I kept my eyes open this time!" Kurt said.

"Gotta see that track! Oh no, homesick again, Gabríel?"

"Sí..." he said frowning.

Cruz showed him a Mexican town.

"Santa Sesilia! Mí publo!" he said smiling happily.

"Win for them." she said smiling.

"She train young racers to push through their own obstacles. Tailor-made for each one. Now she's gonna work with you." Sterling said.

"Let's go! Let's go! You guys got to work through this stuff... So when your big chance comes along you can take it." Cruz said.

"Hey, Cruz!"

She looked at the other side.

"Oh, hey, Mr. Sterling!

"I'd like to introduce you to Lightning McQueen and Hudson Hornet."

"I hear you're the maestro." Lightning said then chuckled.

"Mr. Sterling, did you say Lightning McQueen was here? Because..." she said ignoring him.

He snorted.

"I don't see him anywhere. I see the Hudson Hornet but not him."

"Uh... but he's right here." Luigi said gesturing to Lightning. "Do you not see him?"

Doc had an idea of what she was doing and nodded.

"Nope. Still don't see him.

"But he is right in front of you! IT IS LIGHTNING MCQUEEN!" Luigi said.

"He's obviously an imposter." she said circling. "He looks old, and broken down.

"Hey!" he said.

Doc fought the laughter in him.

"With flabby tires!" she said and hit his front right tire.

"It does not!"

"Use that!"

"Whoa! Oh, yeah. I see. I can use that energy for motivation, right?"

She playfully growled.

"It's all about motivation, Mr. McQueen. You can use anything negative as fuel to push through to the positive!"

"I've been pretty positive since I was a rookie."

"He was positive when I started training him." Doc said smiling.

"I am so excited that I get to train you. I grew up watching you on TV!"

"Huh, is that right?" Lightning asked.

"These young guys are great and all, but I like a challenge."

"Haha. Not that much older but —" he half muttered.

"In fact, I call you my..."Senior Project". "

Lightning and Doc looked confused.

"I'm the senior, he's not." Doc said.

Cruz did her own workout routine while Lightning tried to follow along and Doc was even more confused.

"We need to loosen those ancient joints! First, the wheels! And forward! And rest! And forward! And rest! Join me! Rest!" she said panting three times. "And rest!"

"Is all this resting necessary? I drive my car, not run."

"He's right, even I didn't rest before a race." Doc said.

"We're working you in slowly! And reach for you lunch!"

"Wha... hey, when I do..."

"Reach for your lunch! Now reach..."

"Shouldn't we be..."

"To the front! What is there?"

"I-I don't think this is-"

"It's your lunch!"

Lightning rolled his eyes while Doc shook his head.

"Now backwards! Is lunch there?"

"When do we go on the simulator?"

"Good morning, Mr. McQueen. Looking good."

Lightning's car was then lifted on a hydraulic two post lift and tipped forward facing the floor.

"AHH! Why?..."

He heard oil gush in his car.

"This'll get oil to places it hasn't been in a long time!"

She slid something under his car.

"Is that a... drip pan?!" Doc asked shocked.

"Just in case."

"How old do you think my car is?!" Lightning asked.

"Visualize yourself driving fast on a steep hill. I'll be back in a few."

"Visuali-–" he said as Cruz walked away. "Wait, wait, Cruz! A few what!? I just wanna go on the simulator!"

"How's it hangin'... Drip Pan?" a student asked.

"'Sup?" Kurt asked.

"Okay, day three. Treadmill, I've set maximum speed to conserve your energy. What I want you to do, is visualize beating this guy Storm! uh-huh that's right get him. Get him Mr. McQueen. Get him!"

"This is only going like five miles an hour."

"We'll work up to the higher speed right after you take your nap."

"Nap!" both Lightning and Doc said.

"Do I need a nap! I am not taking a nap."

"I don't make him take a nap and neither did my crew chief back then." Doc said.

A few hours later,

"How was your nap Mr. McQueen?" Cruz asked.

"It was kind of refreshing actually." he said while Cruz started walking around him. "Oh... okay what do you ...Hey!"

"You have been driving on tires a long time and you never stopped to get to know them."

"I'm sorry, what?"

"Huh?" Doc asked.

_'What is this kid talking about?'_

"Tires are individuals, you should give each a name."

"Name! I will not be doing that!"

"Mine are named. Maria, Quarita, Ronaldo and Debbie Richardson."

"What?" the racer and former racer asked together.

"Long story."

"May I have my car's tires back so I can go on the simulator please?"

"Name them! Lefty, righty, backy, backy junior. Okay does this make you mad?"

"Yes it does."

"Use that! Emerge and kneel emerge and kneel now, you got some tire damage."

"Thank you Cruz. I'm done."

"Mr. McQueen, where are you going?"

"To see what Sterling wants."

While he and Doc walked to him Lightning suddenly hallucinated the floor waxer was closer to him.

"WHOA!" he said.

"You're all washed up, McQueen." the floor waxer said.

"I-I'm sorry, what?"

"I said, floor's all washed up, we're clean."

"Oh, right." Lightning said chuckling to himself.

"...Thank you very much." Sterling said as Cruz walked out.

"Uh... Good luck." Cruz said.

"Hey! Lightning! Hudson! Come in, got something to show ya. You ready?" Sterling said.

"Uh... for what?" Lightning asked confused as he followed. Sterling showed him of array of Lightning McQueen-themed merchandise. "Wow." he and Doc said.

"Man kid, I never got something like this." Doc said.

"Lightning, you are about to become the best brand in racing. We are talking saturation on all continents for every demographic. Movie deals, infomercials, product endorsements!"

"Mud flaps?"

"Of course! We'll be rich beyond belief! You think you're famous now?"

All three of them laughed.

"Thought you'd be mad about the simulator, I mean th-this is all great, Mr. Sterling, I guess, but... I don't know. I never really thought of myself as a brand."

"Oh, nor do I. I'm a fan, maybe your most avid. I think of this as your legacy.

Doc already knew what was going to happen.

_'Poor kid, he has me to race but I know it would kill him like it killed me.'_

Lightning paused then chuckled weirdly. "That... that sounds like something that happens after you're..." he said then realized what he wanted. "...done racing." Then there was a long pause. "Mr. Sterling, what is this about?"

_'Please not a Doc repeat.' _he thought.

"Look, Lightning." he started and inhaled "I'm not gonna race you."

"What? What do you mean, not race me?" Lightning said shocked.

"Hold on, hold on."

"He's not going to Florida?"

_'Please no.'_

"Lightning! You have no idea how excited I was to get you here because I knew. I knew you'd be back! Was gonna be the comeback story of the year, but... your speed and performance just aren't where they need to be. I'm sorry."

"Wha... we're talking about speed on a simulator! Listen to how crazy that sounds!"

"Look, I'm trying to help you. As your sponsor, yes, but also as your friend. Your racing days are coming to an end. Every time you lose, you damage yourself."

"Damage the brand, you mean?" Doc said with his arms crossed and eyebrow up.

"Oh, Lightning, come on! You've done the work, now move on the next phase and reap the reward!"

"The racing _is_ the reward, not the _stuff_! I - I don't wanna cash in, I - I wanna feel the rush of moving 200 miles an hour! Inches from the other guys, pushing myself faster than I thought I'd go! _That's_ the reward, Mr. Sterling!"

Doc smiled and nodded proud of him.

_'I taught him well.'_

"Oh, Lightning, come on."

"Look, I can do this! I - I - I can, I promise! I - I - I'll train like I did with Doc! I-I'll get my tires dirty on every dirt track from here to Florida! I - I can start right there on Fireball Beach, where all the old greats used to race!"

"Get your tires dirty? _That's_ how you're gonna get faster than Storm?"

"Yes! Exactly! I mean — sacred dirt, right? Mr. Sterling, if you care about my legacy, the one that Doc started, you'll let me do this! I promise you! I _will_ win!"

Sterling sighed. "I don't know. What you're asking is too risky."

"Come on, you'll like it, I can tell! It's got that little comeback story of the year feel, doesn't it?!"

Sterling sighed and rolls his eyes then paused. "One race?" Lightning nodded. "If you don't win at Florida, you retire?"

"Look, if I don't win, I'll sell all the mud flaps you got. But if I do win, I decide when I'm done. Deal?"

Sterling paused. "Deal."

"Thank you, Mr. Sterling. You won't be sorry."

"Just one thing, and this is only because I don't like taking chances: you're taking someone with you."

Lightning started to leave but stopped, speechless.

"Excuse me? I already have a trainer right next to me."

"You talked him into it way to go Mr. McQueen." Cruz said.

"Cruz!" Lightning said startled.

"You could talk a snowmobile into an air conditioner."

"You're going with me with that thing?

"Yeah, you still need my help you're brittle like a fossil."

Lightning McQueen: I don't need a trainer out here Cruz

"You're old what if you have fallen on this beach and can't get up?"

"Excuse me? But he's only thirty! I'm the old one!" Doc said.

"Well, life's a beach. And then you drive." Lightning said.

They paused while Luigi and Guido snickered.

"Ha ha McQueen.." Luigi said.

"Heh, thank you."

Then they headed to the beach.

Chapter 5

"This is beautiful! I can see why Mr. Sterling said you wanted to train out here. " Cruz said when they got to Fireball Beach.

Lightning looked at Luigi.

"Luigi, let's do this." he said and hopped into his car. "Doc, you comeing?"

"I'll watch today. I'll race you for fun when we get home." he said smilng.

"Alright."

"Welcome racers, to Fireball Beach! Historical for today's great test of speed! Our finish line will be the abandoned pier in the distance!" Luigi said smiling with a flag in his hand.

"All right...quicker than quick..." Lightning said under his breath then closed his eyes. "...faster than fast. I... am... speed...

"That is great self-motivation! Did you come up with that or Mr. Hornet?" Cruz said.

"I did!" he said.

"On your mark, get set... GO!" Luigi said and waved the flag.

Lightning zoomed forward and finishes at the pier.

"Whoo-hoo-hoo-hoo! There you go! Felt good!" he said smiling then drove back to Cruz. "Hey, what was my speed?"

"I don't know. I can only track you on the treadmill." she said.

"No treadmills!"

Then she thought of something.

"Oh. What about Hamilton?"

"Hamilton here." it said.

"Who's "Hamilton"?" Lightning asked when he got out of his car.

"My electronic personal assistant. Y'know, like on your phone." she said then chuckled and paused. "You _do_ have a phone, don't you?"

"Race cars don't have phones, Cruz." Doc said.

"Hamilton, track Mr. McQueen's Speed and report it."

"Tracking. " Hamilton said.

"I'll stay as close as I can. Your suit will transmit your speeds to Hamilton."

"Fine, whatever! Let's do this." he said then hopped back in his car and headed back at the start. "Quicker that quick, faster than fast, I am speed! C'mon, Luigi!"

_'This is gonna be a repeat of my/ Lightning's rookie and Radiator Springs.' _Lightning and Doc thought together.

"On your mark, get-a set... and go!"

Then Lightning sped off.

"46 miles per hour. 53 miles... Out of range. Out of range. Out of range." Hamilton said.

Lightning skid to a stop and Cruz is still at the start.

"Huh. That's odd, I didn't go!" she said after she got in her car and tried to drive.

So Lightning headed back to the start.

"On sand, you gotta ease into your start, so your tires can grab, okay?" he said.

"Okay!" she said.

"You _do_ work for race cars, don't you?" Doc asked.

"Yeah, but never outside."

"A'right, let's see you go again!" he said.

"Go!" Luigi said.

Then they both took off.

"54 miles per hour." Hamilton said.

"There you go!" Lightning said smiling while she kept up with him.

Doc stood there smiling.

_'This kid would make a good crew chief.'_ he thought.

"75 miles per hour. Out of ranger. Out of range. Out of range."

"Huh?" Lightning said and skid to a stop.

"Sorry! Got stuck!" she said crashed into a bank of sand.

Lightning sighed. "Go again!"

"And go!"

Cruz was skid into the water; a wave hit her. "Sorry."

"Go."

Cruz slid out of control. "Ohhhhhhhh...!"

"Go..." Luigi said completely irritated.

She sunk into the sand until only her windshield was visible. "The beach ate me."

Doc snickered at that.

Now it was cloudy.

"All right, Cruz, pick a line on the compacted sand. Ya gotta have traction or you're gonna spin out!" Lightning said flexing his tire. "Let's do this thing!"

"On your mark, get set, go." Luigi said getting board.

They both took off.

"122 miles per hour. 134 miles... Out of range. Out of range. Out of range." Hamilton said.

"NOW WHAT?!" Lightning said when he stopped once again.

Cruz suddenly came to a stop.

"I don't wanna hit a crab!"

"You gotta be kidding me..."

"What? It was cute!"

"Ugh!"

Now it was sunset.

"All right, one last chance to try this before it gets dark! Now you're gonna take off slow to let your tires grab." Doc said ending looking at Cruz.

"Yes." Cruz said.

"Alright." Lightning said.

"And pick a straight line on the hard sand so you don't spit out!"

"Uh-huh!"

"I already know that Doc." Lightning said then looked at Cruz. "And alllllll of the crabbies have gone night-night!"

"Mr. McQueen..."

"Alright, let's go again!"

"And go..." Luigi said completely irritated.

They took off for the final time and Cruz managed to stay behind him all the way.

"150 miles per hour. 175 miles per hour. 196 miles per hour." Hamilton said.

Then they reached the abandoned pier together.

"Woohoohoo! All right! Finally! You made it! Congratulations, how'd I do?" Lightning asked when he got out of his car smiling.

"You topped out at 198."

"198 That's it?" Doc said.

"Still Slower than Storm."

"I wasted my whole day." Lightning said and leaned on his car.

"I wouldn't say that, it did feel great to be out here doing real racing."

"This ain't real racing, we're on a beach. All you do is go straight. How am I gonna get faster if I don't?" he asked.

"Don't worry Hotrod, you'll get there." Doc said with his hands on his shoulder and looking at him.

Then Cuz thought of something.

"Thunder hollow." she said.

"Thunder hollow?" Lightning said.

"There is a dirt track there."

"That's what I need, to race against _actual_ racers."

"No...too public... If the press find you, they would be all over you." Doc said.

"Paparazzi..." Luigi said.

"Guys, I really need this." Lightning said.

They nodded and headed to Mack.

Chapter 6

When they got to Mack they told him their idea.

"Hey, just leave it to me boss. I am a master of disguise." Mack said smiling.

Then they covered their cars with mud and looked at them.

"You sir are officially incognito. Nobody's bothering you, the great Lightening McQueen." Cruz said.

"I can feel it guys. Tonight is the night I find my speed." he said.

"Let's hope." Doc said.

"Racers... get over to the start lines."

"All right, no more straight lines, just a good old-fashion."

"Hey now, you that out-of-towner."

"Yes that's me, Chester Whipple Filter." Lightning said.

"And I'm Francis Beltline." Cruz said.

"Cruz, what are you doing?"

"I'm your trainer. I am gonna track your speed from the infield Whipple filter."

"Fine, just stay all the way excuse me sir?" The man looked at him. "Where are the other racers?"

"Oh, they'll be along. But we always let our guest start right up front." he said.

"Welcome y'all to the thunder hollow speedway for tonight's edition of crazy eight."

"Did he say crazy 8?"

"Oh no." Doc said.

"It is time to meet tonight challenger. Protect and serve."

Lightning discovered he and Cruz had snuck into a demolition derby.

"Cruz, this isn't what I thought it was. C'mon! Follow me and we'll slip out!" he said.

But the gate closed right before they could escape.

_'Crud!' _he thought then looked at Doc.

He shook his head.

"Rule number 1: Gate closes, you race. " Roscoe said.

Cruz gasped as someone spray painted #20 on her side.

"Wait, no no no! I'm not a racer!

"Rule number 2: Last car standin' wins! And rule number 3: No cursing. It's Family Night."

Then he left.

"Excuse me? Sir...?!" Lightning said.

"Wait! No! I'm just a TRAINER!" Cruz yelled.

They were dragged back to the track.

"And make way for the undefeated crazy 8 champion, the diva of demolition, Miss Fritter!"

Then a big truck came.

"Look here boys, we got us a couple of rookies." Fritter said.

_'Oh man. This is a repeat of Frank at home!'_ Lightning thought.

"I wanna call you muddy brichards wand you lemonade. Hey, neither one of their cars has a single dent! Oh, I am gonna fix that."

"All right, everybody, let's go racing!"

"I am about to commit a moving violation." Fritter said.

_'And we're about to die' _Lightning thought.

"Cruz what are you doing? You gotta keep moving!" Lightning said.

"I shouldn't be out here

"Move Cruz! Move!"

"What do I do? I can't steer."

"Turn right to go left! Turn right to go left!"

"That doesn't make any sense!"

"Turn right to go left!" Doc said.

"Hey patty.."

"Oh, hi bear!"

"Look mom, I can drive!"

"Oh, man." Lightning said.

"Nice day for a drive, eh?

"Hey, buddy get out of my way!"

"Hey, I am driving here."

"Look at my new hat!"

"I am flying no, I am not flying."

"I got it Cruz!"

"Ah, buddy move it!"

"Turn right to go left, turn right to go left!" Lightning repeated to her.

"Come on buckle up everybody it's Fritter time!"

"Fritter! Fritter! Fritter! Fritter!" everyone said.

"We love you Miss Fritter!" someone said.

"Cruz." Lightning said.

Doc was terrified at what he was watching.

"Miss Fritter is down."

"Nobody touches him. He is mine! You will get down Whipple Filter."

"Come on, McQueen, you can go, come on."

"Miss Fritter's can get up right folks she is not pleased."

"You about to feel the wrath of the lower bell county unified school desperate."

"Ladies and gentlemen we have a winner Francis Beltline!"

"Is that me, that's me? I won! I won!" Cruz said smiling.

"Cruz! Cruz! No no no no watch out..." Lightning said.

"Whipple filter it's Lightning McQueen got my tires dirty at thunder hollow. The fans here in thunder hollow still buzzing over tonight's unexpected appearance of Lightning McQueen."

Later, Mack drives along while Lightning and Cruz were listening to the TV. Doc was using his own car.

"He was always been my favorite! My room is filled with head to toe in 95 posters." Miss Fritter said.

Lightning stared at Cruz and the Thunder Hollow Trophy.

"So, trophy's kinda nice. Don't you think?" Cruz said uneasy.

Lightning just stared at her.

"I mean, I know you got a million of them, so you would know."

"Stop! Just stop! Okay, Cruz? You don't even know. You don't even have one clue!" Lightning said enraged.

"Hey! I was just trying to —"

"Do you know what happens if I lose this race?! Every mile of this trip was to get me faster than Jackson Storm. Faster! I start off getting nowhere for a week, on a simulator! I lose a whole day with you on Fireball Beach! And then, I waste tonight in the crosshairs of Miss Fritter! I'm stuck in the same speed I was a month ago! I can't get any faster, because I'm too busy TAKING CARE OF MY TRAINER! This is my last chance, Cruz! Last! Final! Finito! If I lose, I will get to do this again! If you were a racer, you'd know what I'm talking about! But you're not! So you don't!" he yelled.

Because Lightning was very enraged and angry, he accidentally knocked the Thunder Hollow trophy and caused it to fall and break.

She gasped and got angry. "Mack, pull over!"

"What, now?" he asked.

"NOW!" she yelled causing him to jump.

She pressed the buttons and opened the door with sparks flying.

"Okay! I'm pulling over! I'm pulling over!" he said and stopped.

She left the trailer then got out of her car.

"Ask me if I dreamed of being a trainer, Mr. McQueen, go ahead! Ask me if I got up, in the dark, to run before school every day! Ask me if I saved every penny to buy a ticket to the races when they came to town. Ask me if I did that so that I could be a trainer someday. Ask me."

"Did you..." he started.

"NO! I wanted to become a racer forever! Because of you! I used to watch you on TV, flying through the air. You seemed so... fearless. Dream small, Cruz. That's what my family used to say. Dream small, or not at all. They were just trying to protect me. But I was the fastest kid in town, and I was gonna prove them wrong. When I got to my first race, I figured it out. That I didn't belong. The other racers looked nothing like me, they… they were bigger, and stronger and so… confident. And when they started their engines, that was it. I knew I'd never be a racer. I just left. It was my one shot, and I didn't take it." she said then looked down while Lightning looked extremely remorseful. "Yeah, so, I'm gonna head back to the training center. I think we both know it's for the best."

Then she turned around, got back in her car and drive away, but then she stopped and looked at him.

"But can I ask you something? What was it like for you? When you showed up to your first race. How did you know you could do it?"

"I don't know. I guess I just never thought that I couldn't." he said.

"I wish I knew what that felt like. Good luck, Mr. McQueen." she said and drove away.

"Cruz. Cruz, wait." he said.

But she was already gone.

He sighed and Doc looked at him confused.

Later that night, Lightning watched TV..

"Champion for the ages."

He change channel.

"Chick Hicks here coming to you live from Chick Hicks studios where I'm joined once again by next-gen racing expert, Natalie Certain." Chick said on TV.

"Thanks Chick, Piston Cup champion Jackson Storm set a new record today when he pulled off the fastest lap ever recorded an unprecedented 213 miles an hour so what do you think Certain Stormy boy gonna start the season with another win." Natalie said on TV.

Then he shut the radio off and shook his head and called Mater.

"First you find a clamp from a rusty vamp quicker than a dart make it in the park. That's the way it's done it ain't 'bout the fun. Lifting my funk making sculptures out of junk what's it." Mater sang. "There we go, somebody's interrupting genius well, hey there buddy!"

"Mater!" Lightning said smiling.

"You know I was just thinking of you and here you are looking right at me you see me okay wait a second, let me see here. Is that better?" he said.

"Looking you straight in the eye there pal hey sorry about calling so late."

"Not for me it's not I'm always burning that midnight oil so get me caught up on everything."

"Well, actually I kinda hope I might hear what's going on back home."

"well, not much but if you don't count Sergeant Fillmore trying to run the tire shop but tell Luigi not to worry Sergeant's gonna track down every last tired it fell more done gived away other than that everything's good."

"How is Sally?"

"Oh she's fine, keepin busy at the cone. She misses you well shoot, we all do when you're on the road.."

"Yeah you know, I've been kind of thinking about that you know what we should do when I'm not on the road anymore."

"What do you mean "not on the road"?"

"Well... you know... Mater, I can't do this forever."

"Huh?!"

"I... I'm just not getting anywhere with the training, if anything, I've gotten slower, not faster."

"Shoot, buddy, it'll work out! Just tell me what the problem is and I'll stay right here with you, till we fix it."

"That's just it, Mater, I don't know... and feel like I'm all out of ideas..."

"Hmm... Alright, let me think. Oh. You know what I'd do?" Mater said to Lightning on his smartphone.

"What?"

They paused.

"... I dunno. I got nothin'. I guess ain't Doc. Well, expect for, maybe, whoever taught him."

"I'd give anything to talk to him right now.

"Yep, there was nobody smarter than old Doc. Well, except for, maybe, whoever taught him."

"Yeah... Wait, what?"

"I mean, everybody was taught by somebody, right? Take my cousin, Oil. He taught me how to sing and whistle at the same time, he was very musical that way."

"Smokey?"he asked gaining hope. "Mater, you're brilliant!"

"Ah, well, ha-ha, it's all about the shape of your teeth."

"I get to go to Thomasville!"

"Oh well good you know me buddy I'm always happy to help think I'm better dad to most folks, you know talk."

Meanwhile, Cruz was driving back the Racing Centre when Mack honked his horn. He drove in front of her and lowered his trailer door to reveal Lightning and the team, even Doc.

"Hey, Cruz!" Lightning said.

"You won't talk me out of this, Mr. McQueen! I'm going back! I resign as your trainer!" she said.

"Okay. I accept you resignation." he said as the trailer door closed. "Bye."

"Okay." she said confused.

"But since you've cleaned your colander, why don't you come with us? I'm looking for my friend and crew chief Smokey hoping we can help him together. Maybe we can help you too." Doc said.

"Nah."

"Come on." Lightning said.

Then he showed her he fixed her trophy with tape.

"I fixed it."

"No. Thanks anyway, but I'm done."

"Okay. But maybe this will change your mind." he said then looked at Guido and Luigi. "Hit it!"

_"This better work.'_ he thought.

Guido and Luigi put on music.

"First, I'm gonna loosen up these ancient joints!" he said and started dancing with the team joining in and laughing.

"No, please don't." she said.

"I'm sorry, I'm sorry. I'm sorry that I yelled. It wasn't your fault that I almost got killed." he sang while he danced.

"Stop."

"And now you're leaving.'

"Okay, I'll go."

"And you won't get on the ramp. You won't get on the ramp."

"I said, I'll go. Just stop." she said and went back into the truck. "How do you know Smokey is gonna be here?"

"Because he's only two years older than me. And was my crew chief, remember?" Doc said.

"Do you know if he's even alive?"

"Yes, we write to each other all the time."

"Okay so tell me this? How do you know if it's Smokey-"

Then Doc saw something.

"Wait, Mack pull over."

He did as told and Doc went to see what it said.

"Thomasville speedway, home of 51 fabulous Hudson Hornet. Good to see my old self." he said smiling.

"Hey is that you old?" Cruz asked looking at the picture.

He nodded and Lightning looked at the track.

"Hey Doc, do you want to check out the home track of the greatest racer ever?" Lightning said smirking.

"Aren't we supposed to be looking for Smokey?" Cruz said.

"I remember where he is." Doc said.

"Are you sure you have time for this?" she asked.

"For this, we do." Lightning said.

"Wow, if this track could talk," she said.

"Kid, what do you say, let's take a lap."

So they grabbed their cars and started.

"Wow." Cruz said while she watched the two racers racing each other.

Then Doc turned right and to go left after Lightning did.

"Yes, you can still nailed it!" he said smiling.

"_Way_ easy without the school bus of death trying to kill us. And also I've been doing that for twelve years." he said.

"Yeah, no kidding. I've started to think I might never meet you. Or seen you in person ever agin" someone said.

"Smokey!" Lightning and Doc said.

"I know why you're here, you're thirsty. I'll tell you what these folks are gonna get a kick out of meeting your boy Hud." Smokey said.

"Who's Hud? Oh, Doc Hudson right." Lightning said.

Doc nodded. "That's my nickname."

So they followed Smokey to the town.

"Hey act civilized, we got company." Smokey said.

"Would you look at that?" Lightning said.

"What?" Cruz asked.

"Three of the biggest racing legends ever and my old friends, Junior, Midnight Moon, River Scott, Louise Barnstormer Nash, she had 38 wins!" he said smiling.

"Well as I live and breathe if it ain't Lightning McQueen. And Hudson." Louise said.

"Miss Nash, it's a pleasure to meet you." Lightning said.

"You had a tough year haven't you?" River said shaking his head.

"Oh uh..." Lightning said.

"Shouldn't he be running practice laps in Florida by now?" Junior said looking at Doc.

"Yeah he should bu..." he started.

"You're here to steal our secrets looking for you lost major." Louise said.

"Wow, you don't mince words around here do you?"

"Truth is always quicker, kid." Smokey said and Doc nodded.

"But she used to have serious eyes for Hud." River said smirking while she and Doc turned bright red.

"Oh really?" Lightning said smirking at him.

"Oh hush rookie." Doc said still red.

"Even if I _did_ it wouldn't have mattered. Hud didn't like fast women, and that left me out." she said.

"It's true." Doc said.

"No Lou wasn't just fast, she was fearless!" Junior said smiling.

"The second I saw my first race I just knew I had to get in there. Of course the fellas in charge didn't like the idea of a lady racer showing them up, so they wouldn't let me have a number." she said.

"What did you do?" Lightning asked.

"I stole one.." she said.

"What!" he said shocked.

"I still short to take no for an answer, right River?"

"If we waited for an invitation we might have never raced and once we got on the track we didn't want to leave." River said.

"And that's how Doc felt too." Lightning said.

"You should have seen him when he first came to town. His car with shiny blue paint, not just a Hudson Hornet. He was already Calling himself The Fabulous Hudson Hornet did we ever ride him on that? Not for long, Hud was the fastest race of this side of the Mississippi, until he wasn't." he continued smiling.

"What!" Lightning said.

Doc winced remembering what happened.

"Everything changed when the rookie showed up, took Hud all at no time to work his way through the best racers in both Carolina passed River, passed Lou, even Junior but there was still the rookie to deal with he tried slamming him into the wall but Hud never touched any wall unless he wanted to. That rookie never saw anything like that before." Smokey said.

"You did that!" Lightning said shocked looking at Doc.

Doc smirked.

"Oh are you kidding? Couldn't wipe the smile off his face for a week after that." Smokey continued smiling.

"I wish I could have seen him like that."

"Like what?" Junior asked.

"So happy."

"Hey!" he said.

"You two didn't come all this way for a quart of soda, did you?" Smokey asked.

"I need your help Smokey." Lightning said.

"Yeah, what kind of help?"

"That's just it, I'm not sure. All I know is if I lose in Florida it's over for me. What happened to Doc will happen to me." Then he thought of something. "What _did_ happen to him?"

"Racing was the best part of my life and when it ended I left." Doc said.

"We both know you was never the same after that." Lightning said.

"Is that what you think?" Smokey said then stood up. "Come on, I want to show you something."

So they followed him to his garage. Doc already had an idea of what it was.

When they got there they saw pictures of Lightning and Doc.

"You got the first part right, the crash broke Hud's car and the no more racing broke his heart. He cut himself off, disappeared to Radiator Springs, son-of-a-gun didn't talk to me for 20 years. But then one day the letters started coming and every last one of them was about you." Lightning stood there in shock and confusion. "Yeah, Hud loved racing, but coaching you... I had never seen the old grump so happy. Racing wasn't the best part of Hud's life, _you_ are."

"It's true Lightning, you really are the best part of my life." he said smiling.

They stood there quietly and Lightning looked at all the pictures.

"Ready to go out for little carbon air, boy?" Smokey asked.

"Yes I am."

"Give it too much travel, you're in the tulip." Smokey said.

"Hey, Lightning you might want to take notes on this one." Doc said remembering how tough Smokey was on him.

While they trained him Smokey saw what Doc had meant.

"You got a lot of stuff, kid. Hud sees something in you that you don't even see in yourself." Smokey said.

"Are you ready to go find it?" Doc asked.

"Yes sir." he said when he got out of his car.

"All right, all right." Smokey said.

So they headed to the track.

Chapter 7

"Lesson 1: you're getting old. Accept it." Smokey said.

"I told him that." Cruz said.

"He's probably losin' his hearing." Doc teased.

"He said you're old and losing!" Cruz shouted.

"I heard him!" Lightning said annoyed.

"You'll never be as _fast_ as Storm. But you can be _smarter_ than him." Smokey said.

"Okay, what do I do?"

"They said you were in a...demolition derby." he continued.

"Yeah! It was terrible! And I was —"

"Sure? 'Cause there's not a scratch on ya or ya car."

Lightning looked around to see absolutely no damage on either.

"Funny what a racer can do when he's not over thinking things."

"Shannon spokes here at Florida international. Jackson Storm clocked 214 miles per hour today."

"You want to beat the Storm, you need someone other than me to stand in for like a sparring partner." Doc said looking at Cruz.

"I'm not so sure I'm not a racer, just a trainer." she said.

"Go ahead and gun it." Smokey said.

"Yeah, with no muffler you even sound like Storm." Lightning said.

"Oh you're going down McQueen." she said.

"Get that arthritis rail keister onto the tracks, so I can put you into the old folks home against your will."

"How is that?"

"That will work, work for me, I'm good. Yeah that will do. Whatever she says..."

"You didn't show up in Florida for qualifying so you'll be starting dead last. I'll give you three laps to catch her. Go through the entire field in three laps! You wanna beat Storm or not?" Smokey said.

"Yes of course I do!"

"Well, then go!Come on, kid." Doc said.

Lightning went as fast as he could.

"All right, looks like we got some work to do. Look alive..reflexes are the first thing to go." Smokey said.

Then they headed to a field.

"Why are we in a field?" Lightning asked confused.

"Sneak through that window." Smokey said.

"What is that mean? I don't know!"

"Go." Doc said.

"Not cool man, not cool." Lightning said.

"Let's roll it back. Do you even want to be out here?" Smokey asked. "Only two days left, yet we gotta work harder."

"What the, who is that?"

"I put McQueen in there to give you some real competition. Remember Hud was a master of letting the other cars do the work for him."

"I used to say, playing to me is like you were two bugs on a summer night. I stole that from Smokey drafting." Doc said ending chuckling.

"I've never had to do that." Lightning said.

"Yeah that's when you were fast now you're slow and old and rickety and..." Smokey said.

"Okay, okay, I get it!"

"The new you has to look for opportunities you never knew were there. Sneak through the window."

"Sneak through the window what?"

"When a window opens take it." Doc said.

So Lightning waited for it to open. When it did he jumped and got through it.

"Yes! I made it!" he said smiling.

Smokey and Doc smiled back and nodded.

"Let's go, let's move! Reflexes!" Doc said. Then he looked at Guido. "Alright Guido, turn up the heat."

"Okay." he said and did as told.

"Alright, look who finally showed up this where we cut our racing teeth in the woods. Let's just say the moon was always shining on us. If the moon didn't shine we didn't have to... oh, never mind. We ran moonshine dummy! Oh! By the way, no lights, instinct only."

"McQueen still not here, didn't he pull this when he was a rookie this is my grandfather told me." someone said.

"All right, we got time for one last race." Smokey said.

"Hurry this along boss we gotta get you to Florida go!" Mack said.

"Maybe it's best that he doesn't show up, you know after how last season ended, let me put it this way I'm not losing any sleep wondering where Lightning McQueen is!" someone else said.

"Come on! Come on!" Doc said.

Lightning sped up as good as he could.

"There you go!" Smokey said smiling.

Then Cruz went past him and he slowed down seeing what happened last season.

_"McQueen is fading! McQueen is fading! Fading fast!"_

"Come on kid, think of all the good things." Doc said.

At the end Cruz won.

"Did you see that? That was incredible!" Cruz said then realized what she had just done. "Oh, sorry. I didn't mean to

Lightning sat there thinking.

"Hey boss, it's time to hit the road." Mack said feeling bad for him.

"Yeah, I wanna thank everyone for the training." Lightning said. "We better get going to Florida."

Then he went to the truck and sat there quietly the whole way there.

Chapter 8

"Welcome to racing's greatest day we're beachside at the Florida international speedway to kick off a new season of Piston Cup racing it's the Florida 500!" Bob said.

"43 cars in a quarter million fans await today's intense contest of strategy, skill but most of all speed. This crowd is in for one great day of racing." Darrell said.

"I'm Bob Cutlass joined as always by my broadcasting partner Darrell Cartrip and stat sensation Natalie Certain

"I've never seen the numbers lineup for Storm like they do today Bob, Storm should be ninety six point eight percent unstoppable." Natalie said.

"Well, don't overlook Lightning McQueen." Bob said.

"Whipple Filter." Miss Fritter said.

"We've heard stories of the unusual way McQueen trained to get here now the question is, did it work?" Bob said.

"Speed. I am... speed." Lightning said.

"Hey boss, they are calling the racers to the track." Mack said.

Lightning got out and saw someone talking to Jeff.

"Jeff Gorvette, How does today's talent stack up?" an announcer asked.

"Oh I think we're in for a treat today these racers hey McQueen, win one for us old guys.." Jeff said.

"Will do Jeff..." he said.

"Hey Their Buddy." Mater said then gave him a pat on the back.

"Hey guys." he said smiling.

"Stickers!" Sally said.

"Hey Sal," he said and gave her a kiss.

"Are you okay?" she asked.

"Yeah yeah.. absolutely." he said.

"Listen, you're gonna do great today. And no matter what happens... I'm going to move onto the next rookie and forget I ever knew you." she said with a hand on his shoulder.

He chuckled. "I'm glad you're here."

"Oh ho ho ho, wow! Nice costume! C'mere, let's get a picture. It's so great to meet my number one fan." Storm said to see Cruz's car wearing her Storm getup.

Sally scoffed. "What a jerk."

Lightning walked up to him.

"She's _not_ a fan, Storm."

"Oh, hey there champ. I heard you're selling mud flap after today is that true? Hey you put me down for the first case okay?"

"Lightning McQueen!" someone said.

"Hey Lightning!" Sterling said.

"Hey Mr. Sterling!" Lightning said.

"To the future. Hey champ?"

"Yeah, to the future."

"Hey... just focus on what you're here to do kid." Smokey said.

"Thanks Smokey." Lightning said smiling.

"Now, go make us proud!" Do said smiling and pat Lightning on the back.

"You got it."

When it started Lightning did the best he could.

"Lightning McQueen is making steady progress in the early parts of this race. It won't be enough to catch Storm considered he started dead last." Bob said.

"I don't think he's doing half bad out there." Darrell said.

_"Not too shabby keep this up you'll finish in the top ten."_ Doc said.

"Top ten isn't going to cut it Doc. I got to go _all_ the way."

_"So dig in remember your training, find Storm and chase him down."_

"Oh tell him he has three laps to catch me!" Cruz said.

_"Cruz says you've got three laps to catch her."_

"Okay, tell her thanks."

"Cruz, what are you doing here?" someone asked.

"Oh Mr. Sterling I was just..."

"I would like you to head back to the training center right away,"

"Oh! but why?"

"I need you to get Kurt up to speed for the race next weekend. Wait, not Kurt he's the bug guy, right the other one Ronald..yes."

"I want to stay and watch!"

"That's not gonna happen Cruz, now go!"

"But Mr. McQueen still has a chance!"

"Just go do your job."

"Yes sir."

"And take that spoiler and those racing tires off your car. You look ridiculous! You are a trainer, remember, not a racer!

Hearing that got Lightning to remember what he said.

_"If you were a racer, you'd know what I'm talking about but you're not  
so you don't!"_

_"No no no, she's not a racer she's a trainer."_

_"I wanted to become a racer forever because of you! It was my one shot and I didn't take it."_

_"Kid, are you okay?"_ Doc asked.

"Yeah, just not happy about what Mr. Sterling said to Cruz. Tell him that I want her to stay."

"He said he wants her to stay."

So Sterling let her stay.

"Go! Go! Go! Smokey, Doc are you watching!" Cruz asked smiling.

_"I just want to let you know McQueen is moving up toward you."_ Storm's crew chief said.

"Why should I care?" Storm asked.

_"Because now he's in the top ten."_

_"Hey, now you are coming up on the leaders."_ Doc said.

"McQueen's in fourth!"

"Huh...?"

"Oo hoo. Get it done..."

_"McQueen is in the third."_ He got closer to Lightning. _"What are you doing Storm?"_

"Hey, soon to be retire racer! I thought you were down here because your gps was broken."

Then he sped up and Lightning slowed down.

_"Don't listen to him Hotrod, you look good, it's important to look the part that you can't have everyone thinking that you don't deserve to be here. He's just trying to get in your head."_ Doc said.

Then Lightning sped up.

"They don't need to know what you and I already do, that you can think you still have it in you all you want but you'll never be a racer again." Storm said.

Lightning thought and then sped up.

_'Do it for Doc.'_ he thought.

_"Look behind you!"_

"What!"

_"Get in it Storm!" _

"I am just back here travelling at your back nothing to be concerned about two bugs on a summer night. " Lightning said.

Finally it was the end of the race.

_"This is it! Final Lap!"_ Doc said smiling.

_'I'm so proud of him.'_

"Come on, Lightning!" Cruz said smiling.

He smiled and then cut off Storm.

"Uh, oh! It looks like I have slow traffic in my way." he said.

Storm glared at him.

"Uh, you're angry!"

"I'm not angry!" he yelled.

"You know, you can use that anger to push through."

"I SAID I'M NOT ANGRY!" he yelled again.

Lightning drove across Storm smirking again.

"I don't think so!" Storm said about to bump into him but Lightning knew and sped a little. "NO!"

Storm sped up to then rammed Lightning and got closer to the finish line.

_"Lightning! Get outta there!"_ Doc said worried and getting a picture of his crash in his head again.

"You don't belong on this track anymore!" Storm snapped.

"YES... I... DO!" he yelled and bounced off a wall then flipped over Storm exactly how he always does.

Then he overtook him and to win the Florida 500.

He smiled and sighed.

"I did it. I won the race, my eighth Piston Cup and proved to everyone I still had it."

"Way to go, Lightning!" Bobby said.

"Man, that was a heck of a win!" Cal said.

"Yeah, heck of a win!" Bobby said.

Then Brick came.

"Hey Lighting, you were flying!"

"Thanks, one of us had to show them veterans could still race!" Lightning said smiling.

Sterling came and looked at Lightning when he got next to Smokey smiling.

"Lightning." he said.

"Mr. Sterling." Lightning said looking at him a little nervous.

"Well it looks like you won. You can keep racing."

Lightning stood there and thought then made his decision.

"Actually Mr. Sterling, I think I'm done with Rust-eze after what you did to me. Rusty and Dusty wouldn't be happy but understand at the same time."

"Well then, race for me!" Tex said as he and Strip walked up.

"Tex!" Lightning said smiling.

"Lightning, I would be tickled pink to have you finally race for Team Dinoco. As you know, we have a long history of great racers... 'cept for Cal." he said.

"Uh, guys? I'm still right here!" Cal said peeking out.

Lightning and Bobby snickered.

"I accept your offer this time Tex."

"Team Dinoco, Lightning!" they said.

"Hire him. I don't care." Sterling said sarcastically.

Lightning just glared at him.

"Whoa! Hang on, now!" Smokey said and pointed up at the winner board showing Lightning won as #1 and the crowds cheer.

"You started the race, and you finished it." Doc said smiling.

"Ahem! Hey, Sterling, why don't you and I take a walk and talk?" Tex said and escorted Sterling away as they walked. "Billionaire to billionaire..."

While they left the press started surrounding Lightning as Smokey and Doc looked on happily.

"Kid's got a lot of stuff...eh, Hud?" Smokey said smiling.

"He certainly does Smokey. And I'm so proud of him. He grew up so much in so little time." Doc said smiling.

Chapter 9

"Welcome all, to historical Willy's-a Butte! For today's great exhibition of speed!" Luigi said smiling.

Lightning came forward, now in his car dark blue paint job reminiscent of Doc's, with similar decals and a logo reading "FABULOUS LIGHTNING MCQUEEN"; ZZ Ward's "Ride" in the back; his bottom back saying "For Doc Hudson" and 51.

"Nice paint, kiddo!" Smokey said.

Doc felt touched at what Lightning had done for him.

Mater pushed his way forward wearing a Dinoco hat.

"Pardon me! Big hat, comin' through! Git-r-done, 51! Woooohoo!"

"Oh, it's perfect, it's very old school." River said.

"Whoa-ho!" Smokey said.

"Trying something new! I like it!" Sally said smiling.

"Wow, subtle..." Cruz said.

"Figured if I'm gonna be back and working for someone new, I'd better do it in style." Lightning said and shrugged when he got out of his car.

"What's Mr. Sterling gonna say?" Cruz asked.

"I'm actually more worried about what Tex is gonna say, considering he uh... bought Rust-Eze and I accepted his offer this time." he said then looked up. "Thanks, Tex!"

Tex waved. "I made that Sterling fella a Texas-sized offer!"

Lightning smiled and shook his head.

"I'm so proud of you Lightning." Doc said.

"Thanks Doc." he said.

He nodded and smiled.

_'Everything's goin' to be fine now.'_ he thought.


	2. Chapter 2

The next day at Willy's Butte, Lightning was training.

"Come on, come on." he said.

Luigi cheered.

"Keep it goin', buddy!" Mater said smiling.

"You can do it rookie!" Doc said.

In the third race, Lightning won again.

"Whoo-hoo!" he said.

After the race, he walked by his sponsors.

"Hey, are my sponsors happy today?" Lightning asked.

"Stop winning for crying out loud. We're running out of bumper cream to sell." Dusty said while he and his brother Rusty laughed.

"Hey, big Tex, how's my favorite competitor?" Lightning asked.

"We were thinking of booting Cal off the Dinoco team and replacing him with you." Tex said.

"I know you can hear me, right? I'm right here." Cal said.

"Bye, Cal. See you next week. Or not." Lightning said smirking.

Doc snickered at that.

"Come on, Cal. I'm joking." Tex said smiling.

At Dinoco 400 race, Mater wore a race track like hat while he cheered for Lightning.

"Go, little buddy. And big buddy too! Whoo-oo!" he said smiling.

On the track,

"How's the view back there, Bobby?" Lightning asked.

"Great." Bobby said.

Bob and Darrell watched the race as usual.

"Well, we are witnessing some got races out there today, Darrell." Bob said.

"Okay, let's see what you got!" Lightning said smiling.

"Sweet!" Bobby said smiling.

Just then, out of nowhere, a black and blue racecar whizzed between the racers, gets passed Lightning, Bobby and Cal and crosses the finish line.

"Oh. It's Jackson Storm for the win." Bob said.

"Whoa. What a victory." Darrell said.

After the race, Bobby, Lightning and Cal got out of their cars and looked at Jackson on the screen.

"That was an amazing win." Bob said.

"Hey, Bobby. Who is that?" Lightning asked.

"Oh, um... That's Jackson Storm." he said.

"Yeah, he's one of the rookies." Cal said.

"Really?" Lightning said then walked up next to Jackson.

"Thank you very much." Jackson said.

"Hey! Jackson Storm right? Great race today." Lightning said smiling.

"Wow! Thank you, Mr. McQueen. You do not know what a pleasure it is for me to finally beat you." Jackson said.

"Thanks." he started then was confused. "Wait a minute. Did you say meet or beat?"

"I think you heard me."

"Oh. Right."

"Smile for the camera, Storm." a reporter said.

"Storm, can we get a picture?" another reporter asked.

"Sure we can, let's get a picture." Jackson said smiling then pulled Lightning closer. "This big boy has been my inspiration for many years. What... McQueen over here."

"Storm, can we get some pictures?"

"Yeah yeah, come on. Let's get a picture. You know what, you can get a ton of pictures. Because the champ here has been a role model of mine for years now and I mean a lot of years. Right, I love this guy."

The team watched as Lightning took a picture with Storm. Doc could already see a repeat of his time.

'I really hope it doesn't add the crash.' he thought.


	3. Chapter 3

Throughout the season a lot of racers were retiring or being fired.

"More changes ahead Chick every week we've seen veteran racers either retire like Cal Weathers tonight or fired to make room for these younger faster racers and it's not over yet." Natalie said.

It was another race and Lightning was having a little trouble thinking.

"Be careful out there, try and focus on the race." Doc said already picturing a crash.

"Hello racing fan welcome to the Los Angeles 500 final race of the Piston Cup season." an announcer said.

He was walking to his car when he heard someone.

"You can't do this! I have raced for you guys in almost ten years!" someone said.

"Brick?"

"Sorry, Brick. My mind's made up and I'm giving your number to someone new." his sponsor said.

"Hey! I have two wins last year!"

"All sports changed..."

Lightning decided to talk to Bobby.

When he got there he knocked on the door.

"Hey, Bobby. Do you know what's happening with Brick..." Then it opened and someone else came. "huh? Hey... wait, you're not Bobby."

"Name's Danny, bro." he said and walked away.

When he left Lightning was confused but headed to his car.

"Hey, Champ! Where did all your friends go?" Storm asked.

Lightning just drove trying to focus.

"A final check of his tires as Storm settles into the pole position." Bob said.

"Boogity, boogity, boogity. let's end this season's With a great race!" Darrell said smiling.

The race was on.

"That's it, buddy!" Matter said while Lightning went by.

Doc was watching the race closer than any other hoping his nightmare wasn't going to be true.

"Forty laps to go, 40 laps to go and race leader Jackson Storm is making his way on the pit road with McQueen on his tail a good stop here could mean the difference between victory and defeat." Shannon said.

"Come on! Come on! Come on! Come on! Faster, Guido, I need to get back out there before he does! Guido, hurry up!"

"But, but, but..." he said.

But he left feeling guilty.

'Sorry Guido, Luigi.'

That got doc even more worried.

"Be careful son." he said quietly.

"What a pit stop by McQueen man, he just got the lead!" Darrell said.

"Can he hold on it?" Bob said.

"Hey, McQueen! Are you all right? Listen, don't you worry, pal. You've got a good run. Enjoy your retirement!" Storm said seeing Lightning have trouble focusing.

"Storm takes back the lead!" Bob said.

Lightning watched him go and started to zone out.

"Unbelievable! McQueen is fading! McQueen is fading! Fading fast!" Darrell said.

"Come on kid, focus!" Doc said but got a reply he hoped he wouldn't.

"No!" Lightning said panting. "No! No! No! No! NO!"

Suddenly, he was skidded out of control. Before he reacted, one of his back tires popped, hit the wall and flew into the air.

"NO!" Doc yelled eyes watering a little while Sally gasped.

Lightning was in the air, and flipped but smashed to the field, and smoke coming out of his car's engine.

Doc just shook his head.

'He's done like I was. And at least I got to be his crew chief, but he won't.'

Then Doc, Mater, Sally, Luigi, and Guido, rushed to Lightning's wreck while a tow truck, security people and a fire fitter came to help but Lightning was extremely badly injured as the scene faded.

4 Months Later

It had been four months and Lightning was at Radiator springs. Doc would see how he's doing every few hours.

"Welcome to Piston Cup around-the-clock where we do nothing but talk racing let's get to it starting of course with Lightning McQueen the season start just two weeks away there's still no official announcement but with number 95 coming off his worst year on record don't shoot the messenger here folks I think it's safe to assume that Lightning McQueen's racing days are over meanwhile Jackson Storm is looking even faster than." Mike Joyride said on the radio.

Lightning was in primer, then stopped the radio and sadly sighed. Then, he starts to watch the video about Doc racing.

"Checker flag, racer number six But wait, here he comes! It's the Fabulous Hudson Hornet knocking at their door what's he got up his sleeve today and there it is with one incredible move he has passed them the hornet takes this decisive lead, he's left the pack behind, his crew chief Smokey is loving it. It's unbelievable! oh no, this is trouble the Hudson Hornet has lost control the Hudson Hornet has lost control!" One of the announces said in the video.

"What should have been a scene of jubilation has turned tragic here today folks we await news on the Hudson Hornets condition after such a devastating crash we can only hope that this race today wasn't his last." announcer two said in the video.

Then, the video stopped playing as Lightning looked very sad while the flashback of when he found out who Doc really was came.

"When I finally got put together and went back expecting a big welcome, you know what they said? You are history, moved right on to the next rookie standing in line there was a lot left in me. I never got a chance to show."

Crash! the Hudson Hornet is out for the season!

As the flashback ended, Lightning looked at the newspaper about Doc's crash and Sally came in.

"Hey, Stickers." she said.

He turned around.

"Hey Sal."

"How you feeling?"

"Great. Really, really, great."

"Been think about what happened to Doc again?"

"Yeah. You know they told him when he was done. He didn't decide. I don't want what happened to Doc... to happen to me."

"But that hasn't happened."

"No. But I can't go out on the track and do the same old thing! It won't work!"

"Then better chance it up, try something new."

"I don't know, Sally, I..."

"Don't fear failure. Be afraid of not having the chance. You have the chance. Doc didn't. And you can either take it or you can do what you've been doing. Sitting in here for months. and by the way I love what you've done with the place. I mean the monster movie Lightning, and the musky air freshener and don't let anyone tell you you're not working that primer because wow, I have never found you more attractive and now that I've been in here for a couple of minutes the stench I'm getting kind of used to it."

"Okay Sal, I get it. I get it." he said and sighed.

"I Miss you Lightning. We all do try something new." she said, gave him a kiss and then left.

"Huh?" he said and followed her.

"Huh hey, did it work Miss Sally did you set him straight with your lawyerly powers of persuasion is he ready to start training?" Mater asked.

She turned around and looked at him.

"Well, stinky Stickers?"

He smiled.

"Yes Mater, I am. I decide when I'm done."

"I was hoping you'd say that." Mater said smiling.

"I had a feeling you were gonna do." Doc said smiling.

He was still nervous though.

"Okay, but I got an idea and I'm gonna need to talk to Rusty and Dusty, all right oh, I'll get them on the horn yeah get them on the horn oops, oh no, got a sneeze dadgum, I lost it hey, I will see you through."

"I found it.."

So Lightning left the room and called them.

"Hey, watch your steps with a circular driveway you boys need to get your rusty tails down here I created a drink in your honor yeah, the Rusteze medicated bumper balm it goes down faster than el mater following a bag off."

"Rusty and Dusty, hey guys." Lightning said smiling.

"Hey there he is, good to see you." Dusty said smiling.

"Lightning." Rusty said smiling to.

"Thanks guys wow, you are all here."

Then Mater came in.

"Sorry buddy, did you want this Call to be private?" he asked.

"No Mater. This is perfect listen, thanks everyone for... For sticking by me it took me a while to figure it out, but I know now it's time for me to make some changes." he said looking at them all.

"Changes! What kind of changes?" Sarge asked.

"Which feel to do is his change man." Filmore said.

"You're right Fillmore - really which is why I have an announcement to make. I've thought long and hard about it done a lot of soul-searching and considered all of the options and I finally decided."

"You do want to keep racing are you kidding!" Mater said.

"Of course I want to keep racing."

"Man for a second..., wait a minute..."

"I knew that the whole time guys, I'm talking about making this my best season yet."

"We were hoping you'd say that." Sally said smiling.

Doc shook his head.

"That's my rookie!"

"The thing is if I'm gonna be faster than Storm I need to train like him."

"We hear you buddy."

"Lightning, we want you on the road first thing in the morning so you can come out and see the brand new Rusteze racing center." Dusty said.

"Wait, what! Rust-eze racing center?" Lightning said surprised.

"Yeah, it's got all the fancy bells and whistles that the kids are training on these days." Rusty said.

"We'll send Mackie boy all the directions." Dusty said.

"Now get moving, all right?" Rusty said.

"Okay."

"Yes you too come, we offer two back of the tire hey, McQueen we can race in primer man come on, let's go."

Then he went to Ramone to have his car fixed up.

When he was done Lightning shook his head smiling.

"Ramone, you have done it again, it's like the Sistine chapel on wheels. I'm coming for you Storm." he said.

Then he hopped into his car and went to show the others what he did to it.

"Welcome back, your car looks different obviously." Sally said. "You look ready."

"Wow, it looks good." Doc said.

"Guido, come." Luigi said."Excuse me. Excuse me. Coming through."

"Don't get those rookies in the trunk!"

"All right, bye!"

"Go get them tiger!"

"I'll see you guys in Florida."

"See you McQueen!"

"Don't forget Calling!"

"Good luck in college!"

"Hey Sal, thanks."

"Any time." she said. "Good luck! Love you!"

"Love you more." he said smiling.

Then the door closed and Doc started his car.

"Rust-eze racing center, here we come!" Mack said.


	4. Chapter 4

When they got to Rust-eze reporters were waiting.

"McQueen! McQueen! Have you seen the latest record Storm's been setting?" someone asked when he got out.

"Have you given any thought to retirement?" someone else asked.

"Fabulous Hudson Hornet, do you think it'll be a repeat of your crash?" someone else asked

"That is enough, no questions, excuse me, back off! Back off!" Doc said.

"No, no, no, thank you. Bye bye."

"Guido, can you believe them!" Luigi said. "Paparazzi..phew."

"Looks good, doesn't it?"

"Hey guys, what do you think?"

"What do I think? It's unbelievable!"

"Yeah, you know it's kind of a cozy humble little place."

"Guys how did you ever do this?"

"You want to tell him or should I tell him, you start. Go ahead. Go ahead."

"We sold Rust-eze."

"What?"

"What, do you think a couple of jaborandis like us could do this on our own?"

"You sold Rust-eze?" Doc said surprised to.

'Well, at least right now it's not a repeat.'

"It's all good news, we just realized that you needed something that we couldn't give you. If I'm right the time was right for us too. I mean we are not as young

and handsome as we look."

"Oh, that's true. Besides this Sterling fellow, he's got every high-tech thing you'll ever need. Everything we wanted to give you but couldn't."

"Whoa, whoa, Sterling! Who is Sterling?" he asked confused.

"Lightning McQueen! You made some serious time partner."

"Your new sponsor, he's the mud flap king of the eastern seaboard."

"Welcome to the Rust-eze racing center you have no idea how much I've

been looking forward to this."

"Thanks Mr..." he started shaking his hand.

"Please, no Mr. just Sterling. I have been a fan of yours forever and to be your sponsor, how great is that? And to see the Fabulous Hudson Hornet? I can't thank Rusty and Dusty here enough tough negotiators by the way."

"Oh-ho, you flatter us. But don't stop."

"Anyway, I just wanted to say a quick hello. Take as much time as you need doors are always open guys see!"

"Well, I sure am gonna miss racing for you guys."

"Me too. You got a heck of a rookie here." Doc said.

"You know, you gave us a lot of great memories Lightning."

"Memories we'll remember."

"Wow that's good."

"Hey Lightning, whatever you do. Don't drive like my brother!"

"Don't drive like my brother!"

Then they left and Lightning smiled while he shook his head. Then he went to see his new sponsor.

While he did that he looked around at what they have now.

"So, you like it?"

"Oh, hey Mr. Sterling. My career on a wall.

Nice of you included Doc."

"Well, of course. He's your mentor losing."

"Well thank you." Doc said.

"Jars of dirt.. "Sacred" dirt. Each of those jars contains dirt from all the old tracks the Doc raced on Florida International

"You have that?" Doc said surprised.

"Yes I do."

"Hey, is that..."

"Bit of asphalt from Glen Allen."

"My first win you really are a fan." Lightning said.

"I am and a fan of your future, you ready for it?"

"Definitely."

"First let's get you into a more contemporary look.

"Wow."

"It's electronic suit with it we'll be able to track your speed and your vital signs

"Does it have a phone?"

"Don't be crazy race cars don't have bugs.

"Wow... not bad ha this is really impressive

"This center has quickly become the most coveted destination for young racers training to make our team someday and it's where you'll train until you leave for Florida. Treadmills, wind tunnels, virtual reality still working on that and the best fitness regiment anyone could possibly imagine!"

"Wait! Wait! Is that a simulator?" Lightning asked.

"Oh yes. Lightning McQueen I'd like to introduce you to the multi-million dollar flagship of interactive race simulation the XDL 24 GTS Mark C the XDL! Jackson Storm wishes he had this model. It's just like been on a real track to put your hours in."

"Okay, let's hit the track most come on, show me what you got."

"Wow fast!"

"Who is the racer?"

"No, no, no, no. She's not a racer she's a trainer. Cruz Ramirez the best trainer in the business. ready to meet it, greet it and defeat it alright, now bring up those rpms

"I like the attitude."

"Yeah..we call her a maestro of motivation."

"You're driving a little tense again, Ronald!" Cruz said walking to him.

"No no no, I'm cool, I'm cool...!" he said.

"Do your exercise!" she said and projected a cloud onto his monitor.

"I am a fluffy cloud, I am a fluffy cloud...! I am a fluffy..." he said and started to calm down. "...cloud..."

"There you go!" she said smiling.

"You're a cloud!" someone else said snickering.

"Shut up, Kurt!" Ronald said.

"Here comes the bugs, Kurt! You ready?" Cruz said and sprayed bugs in his face.

"Hey, I kept my eyes open this time!" Kurt said.

"Gotta see that track! Oh no, homesick again, Gabríel?"

"Sí..." he said frowning.

Cruz showed him a Mexican town.

"Santa Sesilia! Mí publo!" he said smiling happily.

"Win for them." she said smiling.

"She train young racers to push through their own obstacles. Tailor-made for each one. Now she's gonna work with you." Sterling said.

"Let's go! Let's go! You guys got to work through this stuff... So when your big chance comes along you can take it." Cruz said.

"Hey, Cruz!"

She looked at the other side.

"Oh, hey, Mr. Sterling!

"I'd like to introduce you to Lightning McQueen and Hudson Hornet."

"I hear you're the maestro." Lightning said then chuckled.

"Mr. Sterling, did you say Lightning McQueen was here? Because..." she said ignoring him.

He snorted.

"I don't see him anywhere. I see the Hudson Hornet but not him."

"Uh... but he's right here." Luigi said gesturing to Lightning. "Do you not see him?"

Doc had an idea of what she was doing and nodded.

"Nope. Still don't see him.

"But he is right in front of you! IT IS LIGHTNING MCQUEEN!" Luigi said.

"He's obviously an imposter." she said circling. "He looks old, and broken down.

"Hey!" he said.

Doc fought the laughter in him.

"With flabby tires!" she said and hit his front right tire.

"It does not!"

"Use that!"

"Whoa! Oh, yeah. I see. I can use that energy for motivation, right?"

She playfully growled.

"It's all about motivation, Mr. McQueen. You can use anything negative as fuel to push through to the positive!"

"I've been pretty positive since I was a rookie."

"He was positive when I started training him." Doc said smiling.

"I am so excited that I get to train you. I grew up watching you on TV!"

"Huh, is that right?" Lightning asked.

"These young guys are great and all, but I like a challenge."

"Haha. Not that much older but —" he half muttered.

"In fact, I call you my..."Senior Project". "

Lightning and Doc looked confused.

"I'm the senior, he's not." Doc said.

Cruz did her own workout routine while Lightning tried to follow along and Doc was even more confused.

"We need to loosen those ancient joints! First, the wheels! And forward! And rest! And forward! And rest! Join me! Rest!" she said panting three times. "And rest!"

"Is all this resting necessary? I drive my car, not run."

"He's right, even I didn't rest before a race." Doc said.

"We're working you in slowly! And reach for you lunch!"

"Wha... hey, when I do..."

"Reach for your lunch! Now reach..."

"Shouldn't we be..."

"To the front! What is there?"

"I-I don't think this is-"

"It's your lunch!"

Lightning rolled his eyes while Doc shook his head.

"Now backwards! Is lunch there?"

"When do we go on the simulator?"

"Good morning, Mr. McQueen. Looking good."

Lightning's car was then lifted on a hydraulic two post lift and tipped forward facing the floor.

"AHH! Why?..."

He heard oil gush in his car.

"This'll get oil to places it hasn't been in a long time!"

She slid something under his car.

"Is that a... drip pan?!" Doc asked shocked.

"Just in case."

"How old do you think my car is?!" Lightning asked.

"Visualize yourself driving fast on a steep hill. I'll be back in a few."

"Visuali-–" he said as Cruz walked away. "Wait, wait, Cruz! A few what!? I just wanna go on the simulator!"

"How's it hangin'... Drip Pan?" a student asked.

"'Sup?" Kurt asked.

"Okay, day three. Treadmill, I've set maximum speed to conserve your energy. What I want you to do, is visualize beating this guy Storm! uh-huh that's right get him. Get him Mr. McQueen. Get him!"

"This is only going like five miles an hour."

"We'll work up to the higher speed right after you take your nap."

"Nap!" both Lightning and Doc said.

"Do I need a nap! I am not taking a nap."

"I don't make him take a nap and neither did my crew chief back then." Doc said.

A few hours later,

"How was your nap Mr. McQueen?" Cruz asked.

"It was kind of refreshing actually." he said while Cruz started walking around him. "Oh... okay what do you ...Hey!"

"You have been driving on tires a long time and you never stopped to get to know them."

"I'm sorry, what?"

"Huh?" Doc asked.

'What is this kid talking about?'

"Tires are individuals, you should give each a name."

"Name! I will not be doing that!"

"Mine are named. Maria, Quarita, Ronaldo and Debbie Richardson."

"What?" the racer and former racer asked together.

"Long story."

"May I have my car's tires back so I can go on the simulator please?"

"Name them! Lefty, righty, backy, backy junior. Okay does this make you mad?"

"Yes it does."

"Use that! Emerge and kneel emerge and kneel now, you got some tire damage."

"Thank you Cruz. I'm done."

"Mr. McQueen, where are you going?"

"To see what Sterling wants."

While he and Doc walked to him Lightning suddenly hallucinated the floor waxer was closer to him.

"WHOA!" he said.

"You're all washed up, McQueen." the floor waxer said.

"I-I'm sorry, what?"

"I said, floor's all washed up, we're clean."

"Oh, right." Lightning said chuckling to himself.

"...Thank you very much." Sterling said as Cruz walked out.

"Uh... Good luck." Cruz said.

"Hey! Lightning! Hudson! Come in, got something to show ya. You ready?" Sterling said.

"Uh... for what?" Lightning asked confused as he followed. Sterling showed him of array of Lightning McQueen-themed merchandise. "Wow." he and Doc said.

"Man kid, I never got something like this." Doc said.

"Lightning, you are about to become the best brand in racing. We are talking saturation on all continents for every demographic. Movie deals, infomercials, product endorsements!"

"Mud flaps?"

"Of course! We'll be rich beyond belief! You think you're famous now?"

All three of them laughed.

"Thought you'd be mad about the simulator, I mean th-this is all great, Mr. Sterling, I guess, but... I don't know. I never really thought of myself as a brand."

"Oh, nor do I. I'm a fan, maybe your most avid. I think of this as your legacy.

Doc already knew what was going to happen.

'Poor kid, he has me to race but I know it would kill him like it killed me.'

Lightning paused then chuckled weirdly. "That... that sounds like something that happens after you're..." he said then realized what he wanted. "...done racing." Then there was a long pause. "Mr. Sterling, what is this about?"

'Please not a Doc repeat.' he thought.

"Look, Lightning." he started and inhaled "I'm not gonna race you."

"What? What do you mean, not race me?" Lightning said shocked.

"Hold on, hold on."

"He's not going to Florida?"

'Please no.'

"Lightning! You have no idea how excited I was to get you here because I knew. I knew you'd be back! Was gonna be the comeback story of the year, but... your speed and performance just aren't where they need to be. I'm sorry."

"Wha... we're talking about speed on a simulator! Listen to how crazy that sounds!"

"Look, I'm trying to help you. As your sponsor, yes, but also as your friend. Your racing days are coming to an end. Every time you lose, you damage yourself."

"Damage the brand, you mean?" Doc said with his arms crossed and eyebrow up.

"Oh, Lightning, come on! You've done the work, now move on the next phase and reap the reward!"

"The racing is the reward, not the stuff! I - I don't wanna cash in, I - I wanna feel the rush of moving 200 miles an hour! Inches from the other guys, pushing myself faster than I thought I'd go! That's the reward, Mr. Sterling!"

Doc smiled and nodded proud of him.

'I taught him well.'

"Oh, Lightning, come on."

"Look, I can do this! I - I - I can, I promise! I - I - I'll train like I did with Doc! I-I'll get my tires dirty on every dirt track from here to Florida! I - I can start right there on Fireball Beach, where all the old greats used to race!"

"Get your tires dirty? That's how you're gonna get faster than Storm?"

"Yes! Exactly! I mean — sacred dirt, right? Mr. Sterling, if you care about my legacy, the one that Doc started, you'll let me do this! I promise you! I will win!"

Sterling sighed. "I don't know. What you're asking is too risky."

"Come on, you'll like it, I can tell! It's got that little comeback story of the year feel, doesn't it?!"

Sterling sighed and rolls his eyes then paused. "One race?" Lightning nodded. "If you don't win at Florida, you retire?"

"Look, if I don't win, I'll sell all the mud flaps you got. But if I do win, I decide when I'm done. Deal?"

Sterling paused. "Deal."

"Thank you, Mr. Sterling. You won't be sorry."

"Just one thing, and this is only because I don't like taking chances: you're taking someone with you."

Lightning started to leave but stopped, speechless.

"Excuse me? I already have a trainer right next to me."

"You talked him into it way to go Mr. McQueen." Cruz said.

"Cruz!" Lightning said startled.

"You could talk a snowmobile into an air conditioner."

"You're going with me with that thing?

"Yeah, you still need my help you're brittle like a fossil."

Lightning McQueen: I don't need a trainer out here Cruz

"You're old what if you have fallen on this beach and can't get up?"

"Excuse me? But he's only thirty! I'm the old one!" Doc said.

"Well, life's a beach. And then you drive." Lightning said.

They paused while Luigi and Guido snickered.

"Ha ha McQueen.." Luigi said.

"Heh, thank you."

Then they headed to the beach.


	5. Chapter 5

"This is beautiful! I can see why Mr. Sterling said you wanted to train out here. " Cruz said when they got to Fireball Beach.

Lightning looked at Luigi.

"Luigi, let's do this." he said and hopped into his car. "Doc, you comeing?"

"I'll watch today. I'll race you for fun when we get home." he said smilng.

"Alright."

"Welcome racers, to Fireball Beach! Historical for today's great test of speed! Our finish line will be the abandoned pier in the distance!" Luigi said smiling with a flag in his hand.

"All right...quicker than quick..." Lightning said under his breath then closed his eyes. "...faster than fast. I... am... speed...

"That is great self-motivation! Did you come up with that or Mr. Hornet?" Cruz said.

"I did!" he said.

"On your mark, get set... GO!" Luigi said and waved the flag.

Lightning zoomed forward and finishes at the pier.

"Whoo-hoo-hoo-hoo! There you go! Felt good!" he said smiling then drove back to Cruz. "Hey, what was my speed?"

"I don't know. I can only track you on the treadmill." she said.

"No treadmills!"

Then she thought of something.

"Oh. What about Hamilton?"

"Hamilton here." it said.

"Who's "Hamilton"?" Lightning asked when he got out of his car.

"My electronic personal assistant. Y'know, like on your phone." she said then chuckled and paused. "You do have a phone, don't you?"

"Race cars don't have phones, Cruz." Doc said.

"Hamilton, track Mr. McQueen's Speed and report it."

"Tracking. " Hamilton said.

"I'll stay as close as I can. Your suit will transmit your speeds to Hamilton."

"Fine, whatever! Let's do this." he said then hopped back in his car and headed back at the start. "Quicker that quick, faster than fast, I am speed! C'mon, Luigi!"

'This is gonna be a repeat of my/ Lightning's rookie and Radiator Springs.' Lightning and Doc thought together.

"On your mark, get-a set... and go!"

Then Lightning sped off.

"46 miles per hour. 53 miles... Out of range. Out of range. Out of range." Hamilton said.

Lightning skid to a stop and Cruz is still at the start.

"Huh. That's odd, I didn't go!" she said after she got in her car and tried to drive.

So Lightning headed back to the start.

"On sand, you gotta ease into your start, so your tires can grab, okay?" he said.

"Okay!" she said.

"You do work for race cars, don't you?" Doc asked.

"Yeah, but never outside."

"A'right, let's see you go again!" he said.

"Go!" Luigi said.

Then they both took off.

"54 miles per hour." Hamilton said.

"There you go!" Lightning said smiling while she kept up with him.

Doc stood there smiling.

'This kid would make a good crew chief.' he thought.

"75 miles per hour. Out of ranger. Out of range. Out of range."

"Huh?" Lightning said and skid to a stop.

"Sorry! Got stuck!" she said crashed into a bank of sand.

Lightning sighed. "Go again!"

"And go!"

Cruz was skid into the water; a wave hit her. "Sorry."

"Go."

Cruz slid out of control. "Ohhhhhhhh...!"

"Go..." Luigi said completely irritated.

She sunk into the sand until only her windshield was visible. "The beach ate me."

Doc snickered at that.

Now it was cloudy.

"All right, Cruz, pick a line on the compacted sand. Ya gotta have traction or you're gonna spin out!" Lightning said flexing his tire. "Let's do this thing!"

"On your mark, get set, go." Luigi said getting board.

They both took off.

"122 miles per hour. 134 miles... Out of range. Out of range. Out of range." Hamilton said.

"NOW WHAT?!" Lightning said when he stopped once again.

Cruz suddenly came to a stop.

"I don't wanna hit a crab!"

"You gotta be kidding me..."

"What? It was cute!"

"Ugh!"

Now it was sunset.

"All right, one last chance to try this before it gets dark! Now you're gonna take off slow to let your tires grab." Doc said ending looking at Cruz.

"Yes." Cruz said.

"Alright." Lightning said.

"And pick a straight line on the hard sand so you don't spit out!"

"Uh-huh!"

"I already know that Doc." Lightning said then looked at Cruz. "And alllllll of the crabbies have gone night-night!"

"Mr. McQueen..."

"Alright, let's go again!"

"And go..." Luigi said completely irritated.

They took off for the final time and Cruz managed to stay behind him all the way.

"150 miles per hour. 175 miles per hour. 196 miles per hour." Hamilton said.

Then they reached the abandoned pier together.

"Woohoohoo! All right! Finally! You made it! Congratulations, how'd I do?" Lightning asked when he got out of his car smiling.

"You topped out at 198."

"198 That's it?" Doc said.

"Still Slower than Storm."

"I wasted my whole day." Lightning said and leaned on his car.

"I wouldn't say that, it did feel great to be out here doing real racing."

"This ain't real racing, we're on a beach. All you do is go straight. How am I gonna get faster if I don't?" he asked.

"Don't worry Hotrod, you'll get there." Doc said with his hands on his shoulder and looking at him.

Then Cuz thought of something.

"Thunder hollow." she said.

"Thunder hollow?" Lightning said.

"There is a dirt track there."

"That's what I need, to race against actual racers."

"No...too public... If the press find you, they would be all over you." Doc said.

"Paparazzi..." Luigi said.

"Guys, I really need this." Lightning said.

They nodded and headed to Mack.


	6. Chapter 6

When they got to Mack they told him their idea.

"Hey, just leave it to me boss. I am a master of disguise." Mack said smiling.

Then they covered their cars with mud and looked at them.

"You sir are officially incognito. Nobody's bothering you, the great Lightening McQueen." Cruz said.

"I can feel it guys. Tonight is the night I find my speed." he said.

"Let's hope." Doc said.

"Racers... get over to the start lines."

"All right, no more straight lines, just a good old-fashion."

"Hey now, you that out-of-towner."

"Yes that's me, Chester Whipple Filter." Lightning said.

"And I'm Francis Beltline." Cruz said.

"Cruz, what are you doing?"

"I'm your trainer. I am gonna track your speed from the infield Whipple filter."

"Fine, just stay all the way excuse me sir?" The man looked at him. "Where are the other racers?"

"Oh, they'll be along. But we always let our guest start right up front." he said.

"Welcome y'all to the thunder hollow speedway for tonight's edition of crazy eight."

"Did he say crazy 8?"

"Oh no." Doc said.

"It is time to meet tonight challenger. Protect and serve."

Lightning discovered he and Cruz had snuck into a demolition derby.

"Cruz, this isn't what I thought it was. C'mon! Follow me and we'll slip out!" he said.

But the gate closed right before they could escape.

'Crud!' he thought then looked at Doc.

He shook his head.

"Rule number 1: Gate closes, you race. " Roscoe said.

Cruz gasped as someone spray painted #20 on her side.

"Wait, no no no! I'm not a racer!

"Rule number 2: Last car standin' wins! And rule number 3: No cursing. It's Family Night."

Then he left.

"Excuse me? Sir...?!" Lightning said.

"Wait! No! I'm just a TRAINER!" Cruz yelled.

They were dragged back to the track.

"And make way for the undefeated crazy 8 champion, the diva of demolition, Miss Fritter!"

Then a big truck came.

"Look here boys, we got us a couple of rookies." Fritter said.

'Oh man. This is a repeat of Frank at home!' Lightning thought.

"I wanna call you muddy brichards wand you lemonade. Hey, neither one of their cars has a single dent! Oh, I am gonna fix that."

"All right, everybody, let's go racing!"

"I am about to commit a moving violation." Fritter said.

'And we're about to die' Lightning thought.

"Cruz what are you doing? You gotta keep moving!" Lightning said.

"I shouldn't be out here

"Move Cruz! Move!"

"What do I do? I can't steer."

"Turn right to go left! Turn right to go left!"

"That doesn't make any sense!"

"Turn right to go left!" Doc said.

"Hey patty.."

"Oh, hi bear!"

"Look mom, I can drive!"

"Oh, man." Lightning said.

"Nice day for a drive, eh?

"Hey, buddy get out of my way!"

"Hey, I am driving here."

"Look at my new hat!"

"I am flying no, I am not flying."

"I got it Cruz!"

"Ah, buddy move it!"

"Turn right to go left, turn right to go left!" Lightning repeated to her.

"Come on buckle up everybody it's Fritter time!"

"Fritter! Fritter! Fritter! Fritter!" everyone said.

"We love you Miss Fritter!" someone said.

"Cruz." Lightning said.

Doc was terrified at what he was watching.

"Miss Fritter is down."

"Nobody touches him. He is mine! You will get down Whipple Filter."

"Come on, McQueen, you can go, come on."

"Miss Fritter's can get up right folks she is not pleased."

"You about to feel the wrath of the lower bell county unified school desperate."

"Ladies and gentlemen we have a winner Francis Beltline!"

"Is that me, that's me? I won! I won!" Cruz said smiling.

"Cruz! Cruz! No no no no watch out..." Lightning said.

"Whipple filter it's Lightning McQueen got my tires dirty at thunder hollow. The fans here in thunder hollow still buzzing over tonight's unexpected appearance of Lightning McQueen."

Later, Mack drives along while Lightning and Cruz were listening to the TV. Doc was using his own car.

"He was always been my favorite! My room is filled with head to toe in 95 posters." Miss Fritter said.

Lightning stared at Cruz and the Thunder Hollow Trophy.

"So, trophy's kinda nice. Don't you think?" Cruz said uneasy.

Lightning just stared at her.

"I mean, I know you got a million of them, so you would know."

"Stop! Just stop! Okay, Cruz? You don't even know. You don't even have one clue!" Lightning said enraged.

"Hey! I was just trying to —"

"Do you know what happens if I lose this race?! Every mile of this trip was to get me faster than Jackson Storm. Faster! I start off getting nowhere for a week, on a simulator! I lose a whole day with you on Fireball Beach! And then, I waste tonight in the crosshairs of Miss Fritter! I'm stuck in the same speed I was a month ago! I can't get any faster, because I'm too busy TAKING CARE OF MY TRAINER! This is my last chance, Cruz! Last! Final! Finito! If I lose, I will get to do this again! If you were a racer, you'd know what I'm talking about! But you're not! So you don't!" he yelled.

Because Lightning was very enraged and angry, he accidentally knocked the Thunder Hollow trophy and caused it to fall and break.

She gasped and got angry. "Mack, pull over!"

"What, now?" he asked.

"NOW!" she yelled causing him to jump.

She pressed the buttons and opened the door with sparks flying.

"Okay! I'm pulling over! I'm pulling over!" he said and stopped.

She left the trailer then got out of her car.

"Ask me if I dreamed of being a trainer, Mr. McQueen, go ahead! Ask me if I got up, in the dark, to run before school every day! Ask me if I saved every penny to buy a ticket to the races when they came to town. Ask me if I did that so that I could be a trainer someday. Ask me."

"Did you..." he started.

"NO! I wanted to become a racer forever! Because of you! I used to watch you on TV, flying through the air. You seemed so... fearless. Dream small, Cruz. That's what my family used to say. Dream small, or not at all. They were just trying to protect me. But I was the fastest kid in town, and I was gonna prove them wrong. When I got to my first race, I figured it out. That I didn't belong. The other racers looked nothing like me, they… they were bigger, and stronger and so… confident. And when they started their engines, that was it. I knew I'd never be a racer. I just left. It was my one shot, and I didn't take it." she said then looked down while Lightning looked extremely remorseful. "Yeah, so, I'm gonna head back to the training center. I think we both know it's for the best."

Then she turned around, got back in her car and drive away, but then she stopped and looked at him.

"But can I ask you something? What was it like for you? When you showed up to your first race. How did you know you could do it?"

"I don't know. I guess I just never thought that I couldn't." he said.

"I wish I knew what that felt like. Good luck, Mr. McQueen." she said and drove away.

"Cruz. Cruz, wait." he said.

But she was already gone.

He sighed and Doc looked at him confused.

Later that night, Lightning watched TV..

"Champion for the ages."

He change channel.

"Chick Hicks here coming to you live from Chick Hicks studios where I'm joined once again by next-gen racing expert, Natalie Certain." Chick said on TV.

"Thanks Chick, Piston Cup champion Jackson Storm set a new record today when he pulled off the fastest lap ever recorded an unprecedented 213 miles an hour so what do you think Certain Stormy boy gonna start the season with another win." Natalie said on TV.

Then he shut the radio off and shook his head and called Mater.

"First you find a clamp from a rusty vamp quicker than a dart make it in the park. That's the way it's done it ain't 'bout the fun. Lifting my funk making sculptures out of junk what's it." Mater sang. "There we go, somebody's interrupting genius well, hey there buddy!"

"Mater!" Lightning said smiling.

"You know I was just thinking of you and here you are looking right at me you see me okay wait a second, let me see here. Is that better?" he said.

"Looking you straight in the eye there pal hey sorry about calling so late."

"Not for me it's not I'm always burning that midnight oil so get me caught up on everything."

"Well, actually I kinda hope I might hear what's going on back home."

"well, not much but if you don't count Sergeant Fillmore trying to run the tire shop but tell Luigi not to worry Sergeant's gonna track down every last tired it fell more done gived away other than that everything's good."

"How is Sally?"

"Oh she's fine, keepin busy at the cone. She misses you well shoot, we all do when you're on the road.."

"Yeah you know, I've been kind of thinking about that you know what we should do when I'm not on the road anymore."

"What do you mean "not on the road"?"

"Well... you know... Mater, I can't do this forever."

"Huh?!"

"I... I'm just not getting anywhere with the training, if anything, I've gotten slower, not faster."

"Shoot, buddy, it'll work out! Just tell me what the problem is and I'll stay right here with you, till we fix it."

"That's just it, Mater, I don't know... and feel like I'm all out of ideas..."

"Hmm... Alright, let me think. Oh. You know what I'd do?" Mater said to Lightning on his smartphone.

"What?"

They paused.

"... I dunno. I got nothin'. I guess ain't Doc. Well, expect for, maybe, whoever taught him."

"I'd give anything to talk to him right now.

"Yep, there was nobody smarter than old Doc. Well, except for, maybe, whoever taught him."

"Yeah... Wait, what?"

"I mean, everybody was taught by somebody, right? Take my cousin, Oil. He taught me how to sing and whistle at the same time, he was very musical that way."

"Smokey?"he asked gaining hope. "Mater, you're brilliant!"

"Ah, well, ha-ha, it's all about the shape of your teeth."

"I get to go to Thomasville!"

"Oh well good you know me buddy I'm always happy to help think I'm better dad to most folks, you know talk."

Meanwhile, Cruz was driving back the Racing Centre when Mack honked his horn. He drove in front of her and lowered his trailer door to reveal Lightning and the team, even Doc.

"Hey, Cruz!" Lightning said.

"You won't talk me out of this, Mr. McQueen! I'm going back! I resign as your trainer!" she said.

"Okay. I accept you resignation." he said as the trailer door closed. "Bye."

"Okay." she said confused.

"But since you've cleaned your colander, why don't you come with us? I'm looking for my friend and crew chief Smokey hoping we can help him together. Maybe we can help you too." Doc said.

"Nah."

"Come on." Lightning said.

Then he showed her he fixed her trophy with tape.

"I fixed it."

"No. Thanks anyway, but I'm done."

"Okay. But maybe this will change your mind." he said then looked at Guido and Luigi. "Hit it!"

"This better work.' he thought.

Guido and Luigi put on music.

"First, I'm gonna loosen up these ancient joints!" he said and started dancing with the team joining in and laughing.

"No, please don't." she said.

"I'm sorry, I'm sorry. I'm sorry that I yelled. It wasn't your fault that I almost got killed." he sang while he danced.

"Stop."

"And now you're leaving.'

"Okay, I'll go."

"And you won't get on the ramp. You won't get on the ramp."

"I said, I'll go. Just stop." she said and went back into the truck. "How do you know Smokey is gonna be here?"

"Because he's only two years older than me. And was my crew chief, remember?" Doc said.

"Do you know if he's even alive?"

"Yes, we write to each other all the time."

"Okay so tell me this? How do you know if it's Smokey-"

Then Doc saw something.

"Wait, Mack pull over."

He did as told and Doc went to see what it said.

"Thomasville speedway, home of 51 fabulous Hudson Hornet. Good to see my old self." he said smiling.

"Hey is that you old?" Cruz asked looking at the picture.

He nodded and Lightning looked at the track.

"Hey Doc, do you want to check out the home track of the greatest racer ever?" Lightning said smirking.

"Aren't we supposed to be looking for Smokey?" Cruz said.

"I remember where he is." Doc said.

"Are you sure you have time for this?" she asked.

"For this, we do." Lightning said.

"Wow, if this track could talk," she said.

"Kid, what do you say, let's take a lap."

So they grabbed their cars and started.

"Wow." Cruz said while she watched the two racers racing each other.

Then Doc turned right and to go left after Lightning did.

"Yes, you can still nailed it!" he said smiling.

"Way easy without the school bus of death trying to kill us. And also I've been doing that for twelve years." he said.

"Yeah, no kidding. I've started to think I might never meet you. Or seen you in person ever agin" someone said.

"Smokey!" Lightning and Doc said.

"I know why you're here, you're thirsty. I'll tell you what these folks are gonna get a kick out of meeting your boy Hud." Smokey said.

"Who's Hud? Oh, Doc Hudson right." Lightning said.

Doc nodded. "That's my nickname."

So they followed Smokey to the town.

"Hey act civilized, we got company." Smokey said.

"Would you look at that?" Lightning said.

"What?" Cruz asked.

"Three of the biggest racing legends ever and my old friends, Junior, Midnight Moon, River Scott, Louise Barnstormer Nash, she had 38 wins!" he said smiling.

"Well as I live and breathe if it ain't Lightning McQueen. And Hudson." Louise said.

"Miss Nash, it's a pleasure to meet you." Lightning said.

"You had a tough year haven't you?" River said shaking his head.

"Oh uh..." Lightning said.

"Shouldn't he be running practice laps in Florida by now?" Junior said looking at Doc.

"Yeah he should bu..." he started.

"You're here to steal our secrets looking for you lost major." Louise said.

"Wow, you don't mince words around here do you?"

"Truth is always quicker, kid." Smokey said and Doc nodded.

"But she used to have serious eyes for Hud." River said smirking while she and Doc turned bright red.

"Oh really?" Lightning said smirking at him.

"Oh hush rookie." Doc said still red.

"Even if I did it wouldn't have mattered. Hud didn't like fast women, and that left me out." she said.

"It's true." Doc said.

"No Lou wasn't just fast, she was fearless!" Junior said smiling.

"The second I saw my first race I just knew I had to get in there. Of course the fellas in charge didn't like the idea of a lady racer showing them up, so they wouldn't let me have a number." she said.

"What did you do?" Lightning asked.

"I stole one.." she said.

"What!" he said shocked.

"I still short to take no for an answer, right River?"

"If we waited for an invitation we might have never raced and once we got on the track we didn't want to leave." River said.

"And that's how Doc felt too." Lightning said.

"You should have seen him when he first came to town. His car with shiny blue paint, not just a Hudson Hornet. He was already Calling himself The Fabulous Hudson Hornet did we ever ride him on that? Not for long, Hud was the fastest race of this side of the Mississippi, until he wasn't." he continued smiling.

"What!" Lightning said.

Doc winced remembering what happened.

"Everything changed when the rookie showed up, took Hud all at no time to work his way through the best racers in both Carolina passed River, passed Lou, even Junior but there was still the rookie to deal with he tried slamming him into the wall but Hud never touched any wall unless he wanted to. That rookie never saw anything like that before." Smokey said.

"You did that!" Lightning said shocked looking at Doc.

Doc smirked.

"Oh are you kidding? Couldn't wipe the smile off his face for a week after that." Smokey continued smiling.

"I wish I could have seen him like that."

"Like what?" Junior asked.

"So happy."

"Hey!" he said.

"You two didn't come all this way for a quart of soda, did you?" Smokey asked.

"I need your help Smokey." Lightning said.

"Yeah, what kind of help?"

"That's just it, I'm not sure. All I know is if I lose in Florida it's over for me. What happened to Doc will happen to me." Then he thought of something. "What did happen to him?"

"Racing was the best part of my life and when it ended I left." Doc said.

"We both know you was never the same after that." Lightning said.

"Is that what you think?" Smokey said then stood up. "Come on, I want to show you something."

So they followed him to his garage. Doc already had an idea of what it was.

When they got there they saw pictures of Lightning and Doc.

"You got the first part right, the crash broke Hud's car and the no more racing broke his heart. He cut himself off, disappeared to Radiator Springs, son-of-a-gun didn't talk to me for 20 years. But then one day the letters started coming and every last one of them was about you." Lightning stood there in shock and confusion. "Yeah, Hud loved racing, but coaching you... I had never seen the old grump so happy. Racing wasn't the best part of Hud's life, you are."

"It's true Lightning, you really are the best part of my life." he said smiling.

They stood there quietly and Lightning looked at all the pictures.

"Ready to go out for little carbon air, boy?" Smokey asked.

"Yes I am."

"Give it too much travel, you're in the tulip." Smokey said.

"Hey, Lightning you might want to take notes on this one." Doc said remembering how tough Smokey was on him.

While they trained him Smokey saw what Doc had meant.

"You got a lot of stuff, kid. Hud sees something in you that you don't even see in yourself." Smokey said.

"Are you ready to go find it?" Doc asked.

"Yes sir." he said when he got out of his car.

"All right, all right." Smokey said.

So they headed to the track.


	7. Chapter 7

"Lesson 1: you're getting old. Accept it." Smokey said.

"I told him that." Cruz said.

"He's probably losin' his hearing." Doc teased.

"He said you're old and losing!" Cruz shouted.

"I heard him!" Lightning said annoyed.

"You'll never be as fast as Storm. But you can be smarter than him." Smokey said.

"Okay, what do I do?"

"They said you were in a...demolition derby." he continued.

"Yeah! It was terrible! And I was —"

"Sure? 'Cause there's not a scratch on ya or ya car."

Lightning looked around to see absolutely no damage on either.

"Funny what a racer can do when he's not over thinking things."

"Shannon spokes here at Florida international. Jackson Storm clocked 214 miles per hour today."

"You want to beat the Storm, you need someone other than me to stand in for like a sparring partner." Doc said looking at Cruz.

"I'm not so sure I'm not a racer, just a trainer." she said.

"Go ahead and gun it." Smokey said.

"Yeah, with no muffler you even sound like Storm." Lightning said.

"Oh you're going down McQueen." she said.

"Get that arthritis rail keister onto the tracks, so I can put you into the old folks home against your will."

"How is that?"

"That will work, work for me, I'm good. Yeah that will do. Whatever she says..."

"You didn't show up in Florida for qualifying so you'll be starting dead last. I'll give you three laps to catch her. Go through the entire field in three laps! You wanna beat Storm or not?" Smokey said.

"Yes of course I do!"

"Well, then go!Come on, kid." Doc said.

Lightning went as fast as he could.

"All right, looks like we got some work to do. Look alive..reflexes are the first thing to go." Smokey said.

Then they headed to a field.

"Why are we in a field?" Lightning asked confused.

"Sneak through that window." Smokey said.

"What is that mean? I don't know!"

"Go." Doc said.

"Not cool man, not cool." Lightning said.

"Let's roll it back. Do you even want to be out here?" Smokey asked. "Only two days left, yet we gotta work harder."

"What the, who is that?"

"I put McQueen in there to give you some real competition. Remember Hud was a master of letting the other cars do the work for him."

"I used to say, playing to me is like you were two bugs on a summer night. I stole that from Smokey drafting." Doc said ending chuckling.

"I've never had to do that." Lightning said.

"Yeah that's when you were fast now you're slow and old and rickety and..." Smokey said.

"Okay, okay, I get it!"

"The new you has to look for opportunities you never knew were there. Sneak through the window."

"Sneak through the window what?"

"When a window opens take it." Doc said.

So Lightning waited for it to open. When it did he jumped and got through it.

"Yes! I made it!" he said smiling.

Smokey and Doc smiled back and nodded.

"Let's go, let's move! Reflexes!" Doc said. Then he looked at Guido. "Alright Guido, turn up the heat."

"Okay." he said and did as told.

"Alright, look who finally showed up this where we cut our racing teeth in the woods. Let's just say the moon was always shining on us. If the moon didn't shine we didn't have to... oh, never mind. We ran moonshine dummy! Oh! By the way, no lights, instinct only."

"McQueen still not here, didn't he pull this when he was a rookie this is my grandfather told me." someone said.

"All right, we got time for one last race." Smokey said.

"Hurry this along boss we gotta get you to Florida go!" Mack said.

"Maybe it's best that he doesn't show up, you know after how last season ended, let me put it this way I'm not losing any sleep wondering where Lightning McQueen is!" someone else said.

"Come on! Come on!" Doc said.

Lightning sped up as good as he could.

"There you go!" Smokey said smiling.

Then Cruz went past him and he slowed down seeing what happened last season.

"McQueen is fading! McQueen is fading! Fading fast!"

"Come on kid, think of all the good things." Doc said.

At the end Cruz won.

"Did you see that? That was incredible!" Cruz said then realized what she had just done. "Oh, sorry. I didn't mean to

Lightning sat there thinking.

"Hey boss, it's time to hit the road." Mack said feeling bad for him.

"Yeah, I wanna thank everyone for the training." Lightning said. "We better get going to Florida."

Then he went to the truck and sat there quietly the whole way there.


	8. Chapter 8

"Welcome to racing's greatest day we're beachside at the Florida international speedway to kick off a new season of Piston Cup racing it's the Florida 500!" Bob said.

"43 cars in a quarter million fans await today's intense contest of strategy, skill but most of all speed. This crowd is in for one great day of racing." Darrell said.

"I'm Bob Cutlass joined as always by my broadcasting partner Darrell Cartrip and stat sensation Natalie Certain

"I've never seen the numbers lineup for Storm like they do today Bob, Storm should be ninety six point eight percent unstoppable." Natalie said.

"Well, don't overlook Lightning McQueen." Bob said.

"Whipple Filter." Miss Fritter said.

"We've heard stories of the unusual way McQueen trained to get here now the question is, did it work?" Bob said.

"Speed. I am... speed." Lightning said.

"Hey boss, they are calling the racers to the track." Mack said.

Lightning got out and saw someone talking to Jeff.

"Jeff Gorvette, How does today's talent stack up?" an announcer asked.

"Oh I think we're in for a treat today these racers hey McQueen, win one for us old guys.." Jeff said.

"Will do Jeff..." he said.

"Hey Their Buddy." Mater said then gave him a pat on the back.

"Hey guys." he said smiling.

"Stickers!" Sally said.

"Hey Sal," he said and gave her a kiss.

"Are you okay?" she asked.

"Yeah yeah.. absolutely." he said.

"Listen, you're gonna do great today. And no matter what happens... I'm going to move onto the next rookie and forget I ever knew you." she said with a hand on his shoulder.

He chuckled. "I'm glad you're here."

"Oh ho ho ho, wow! Nice costume! C'mere, let's get a picture. It's so great to meet my number one fan." Storm said to see Cruz's car wearing her Storm getup.

Sally scoffed. "What a jerk."

Lightning walked up to him.

"She's not a fan, Storm."

"Oh, hey there champ. I heard you're selling mud flap after today is that true? Hey you put me down for the first case okay?"

"Lightning McQueen!" someone said.

"Hey Lightning!" Sterling said.

"Hey Mr. Sterling!" Lightning said.

"To the future. Hey champ?"

"Yeah, to the future."

"Hey... just focus on what you're here to do kid." Smokey said.

"Thanks Smokey." Lightning said smiling.

"Now, go make us proud!" Do said smiling and pat Lightning on the back.

"You got it."

When it started Lightning did the best he could.

"Lightning McQueen is making steady progress in the early parts of this race. It won't be enough to catch Storm considered he started dead last." Bob said.

"I don't think he's doing half bad out there." Darrell said.

"Not too shabby keep this up you'll finish in the top ten." Doc said.

"Top ten isn't going to cut it Doc. I got to go all the way."

"So dig in remember your training, find Storm and chase him down."

"Oh tell him he has three laps to catch me!" Cruz said.

"Cruz says you've got three laps to catch her."

"Okay, tell her thanks."

"Cruz, what are you doing here?" someone asked.

"Oh Mr. Sterling I was just..."

"I would like you to head back to the training center right away,"

"Oh! but why?"

"I need you to get Kurt up to speed for the race next weekend. Wait, not Kurt he's the bug guy, right the other one Ronald..yes."

"I want to stay and watch!"

"That's not gonna happen Cruz, now go!"

"But Mr. McQueen still has a chance!"

"Just go do your job."

"Yes sir."

"And take that spoiler and those racing tires off your car. You look ridiculous! You are a trainer, remember, not a racer!

Hearing that got Lightning to remember what he said.

"If you were a racer, you'd know what I'm talking about but you're not

so you don't!"

"No no no, she's not a racer she's a trainer."

"I wanted to become a racer forever because of you! It was my one shot and I didn't take it."

"Kid, are you okay?" Doc asked.

"Yeah, just not happy about what Mr. Sterling said to Cruz. Tell him that I want her to stay."

"He said he wants her to stay."

So Sterling let her stay.

"Go! Go! Go! Smokey, Doc are you watching!" Cruz asked smiling.

"I just want to let you know McQueen is moving up toward you." Storm's crew chief said.

"Why should I care?" Storm asked.

"Because now he's in the top ten."

"Hey, now you are coming up on the leaders." Doc said.

"McQueen's in fourth!"

"Huh...?"

"Oo hoo. Get it done..."

"McQueen is in the third." He got closer to Lightning. "What are you doing Storm?"

"Hey, soon to be retire racer! I thought you were down here because your gps was broken."

Then he sped up and Lightning slowed down.

"Don't listen to him Hotrod, you look good, it's important to look the part that you can't have everyone thinking that you don't deserve to be here. He's just trying to get in your head." Doc said.

Then Lightning sped up.

"They don't need to know what you and I already do, that you can think you still have it in you all you want but you'll never be a racer again." Storm said.

Lightning thought and then sped up.

'Do it for Doc.' he thought.

"Look behind you!"

"What!"

"Get in it Storm!"

"I am just back here travelling at your back nothing to be concerned about two bugs on a summer night. " Lightning said.

Finally it was the end of the race.

"This is it! Final Lap!" Doc said smiling.

'I'm so proud of him.'

"Come on, Lightning!" Cruz said smiling.

He smiled and then cut off Storm.

"Uh, oh! It looks like I have slow traffic in my way." he said.

Storm glared at him.

"Uh, you're angry!"

"I'm not angry!" he yelled.

"You know, you can use that anger to push through."

"I SAID I'M NOT ANGRY!" he yelled again.

Lightning drove across Storm smirking again.

"I don't think so!" Storm said about to bump into him but Lightning knew and sped a little. "NO!"

Storm sped up to then rammed Lightning and got closer to the finish line.

"Lightning! Get outta there!" Doc said worried and getting a picture of his crash in his head again.

"You don't belong on this track anymore!" Storm snapped.

"YES... I... DO!" he yelled and bounced off a wall then flipped over Storm exactly how he always does.

Then he overtook him and to win the Florida 500.

He smiled and sighed.

"I did it. I won the race, my eighth Piston Cup and proved to everyone I still had it."

"Way to go, Lightning!" Bobby said.

"Man, that was a heck of a win!" Cal said.

"Yeah, heck of a win!" Bobby said.

Then Brick came.

"Hey Lighting, you were flying!"

"Thanks, one of us had to show them veterans could still race!" Lightning said smiling.

Sterling came and looked at Lightning when he got next to Smokey smiling.

"Lightning." he said.

"Mr. Sterling." Lightning said looking at him a little nervous.

"Well it looks like you won. You can keep racing."

Lightning stood there and thought then made his decision.

"Actually Mr. Sterling, I think I'm done with Rust-eze after what you did to me. Rusty and Dusty wouldn't be happy but understand at the same time."

"Well then, race for me!" Tex said as he and Strip walked up.

"Tex!" Lightning said smiling.

"Lightning, I would be tickled pink to have you finally race for Team Dinoco. As you know, we have a long history of great racers... 'cept for Cal." he said.

"Uh, guys? I'm still right here!" Cal said peeking out.

Lightning and Bobby snickered.

"I accept your offer this time Tex."

"Team Dinoco, Lightning!" they said.

"Hire him. I don't care." Sterling said sarcastically.

Lightning just glared at him.

"Whoa! Hang on, now!" Smokey said and pointed up at the winner board showing Lightning won as #1 and the crowds cheer.

"You started the race, and you finished it." Doc said smiling.

"Ahem! Hey, Sterling, why don't you and I take a walk and talk?" Tex said and escorted Sterling away as they walked. "Billionaire to billionaire..."

While they left the press started surrounding Lightning as Smokey and Doc looked on happily.

"Kid's got a lot of stuff...eh, Hud?" Smokey said smiling.

"He certainly does Smokey. And I'm so proud of him. He grew up so much in so little time." Doc said smiling.


	9. Chapter 9

"Welcome all, to historical Willy's-a Butte! For today's great exhibition of speed!" Luigi said smiling.

Lightning came forward, now in his car dark blue paint job reminiscent of Doc's, with similar decals and a logo reading "FABULOUS LIGHTNING MCQUEEN"; ZZ Ward's "Ride" in the back; his bottom back saying "For Doc Hudson" and 51.

"Nice paint, kiddo!" Smokey said.

Doc felt touched at what Lightning had done for him.

Mater pushed his way forward wearing a Dinoco hat.

"Pardon me! Big hat, comin' through! Git-r-done, 51! Woooohoo!"

"Oh, it's perfect, it's very old school." River said.

"Whoa-ho!" Smokey said.

"Trying something new! I like it!" Sally said smiling.

"Wow, subtle..." Cruz said.

"Figured if I'm gonna be back and working for someone new, I'd better do it in style." Lightning said and shrugged when he got out of his car.

"What's Mr. Sterling gonna say?" Cruz asked.

"I'm actually more worried about what Tex is gonna say, considering he uh... bought Rust-Eze and I accepted his offer this time." he said then looked up. "Thanks, Tex!"

Tex waved. "I made that Sterling fella a Texas-sized offer!"

Lightning smiled and shook his head.

"I'm so proud of you Lightning." Doc said.

"Thanks Doc." he said.

He nodded and smiled.

'Everything's goin' to be fine now.' he thought.


End file.
